SHOE CARNIVAL INC
For the period ended Jun 25, 2025. Filed May 14, 2025.
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Jun 25, 2025 · Filed May 14, 2025
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SHOE$14.54-4.2%Stored close · as of Nov 6, 2026
Contents
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 2024, Fiscal 2023 and Fiscal 2022.
| 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 | 2024 | $1,030,000 | $– | $2,733,161 | $1,105,330 | $135,682 | $5,004,173 | |
| President and Chief Executive | 2023 | $1,000,000 | $– | $2,124,843 | $ | - | $326,052 | $3,450,895 |
| Officer | 2022 | $850,000 | $– | $1,950,900 | $1,065,639 | $141,005 | $4,007,544 | |
| Patrick C. Edwards | 2024 | $400,000 | $– | $387,655 | $171,702 | $31,352 | $990,709 | |
| Senior Vice President | 2023 | $294,462 | $– | $168,121 | $ | - | $31,569 | $494,152 |
| Chief Financial Officer, Treasurer | 2022 | $250,000 | $– | $179,310 | $87,672 | $31,661 | $548,643 | |
| and Secretary | ||||||||
| Carl N. Scibetta | 2024 | $654,050 | $– | $754,580 | $421,131 | $56,346 | $1,886,107 | |
| Former Senior Executive Vice | 2023 | $635,000 | $– | $586,634 | $ | - | $153,845 | $1,375,479 |
| President, Chief Merchandising | 2022 | $615,000 | $– | $606,360 | $462,613 | $60,544 | $1,744,517 | |
| Officer (6) | ||||||||
| Marc A. Chilton | 2024 | $566,500 | $– | $653,587 | $364,759 | $69,673 | $1,654,519 | |
| Senior Executive Vice President | 2023 | $550,000 | $– | $508,119 | $ | - | $74,073 | $1,132,192 |
| Chief Operating Officer (6) | 2022 | $480,000 | $– | $473,250 | $361,064 | $69,326 | $1,383,640 | |
| Clifton E. Sifford | 2024 | $185,484 | $– | $150,012 | $ | - | $2,452 | $337,948 |
| Executive Vice Chairman of | 2023 | $185,484 | $– | $150,015 | $ | - | $25,899 | $361,398 |
| the Board | 2022 | $185,484 | $– | $150,002 | $ | - | $8,871 | $344,357 |
| (1) | Our fiscal year is a 52/53 week year ending on the Saturday closest to January 31. Fiscal 2024 and Fiscal 2022 were each 52-week years. Fiscal 2023 was a 53-week year. |
| (2) | For Mr. Edwards, his salary in Fiscal 2023 reflects a base salary of $260,000 for the period from January 29, 2023 to September 24, 2023 and a base salary of $366,000 for the period from September 25, 2023 to February 3, 2024. For Mr. Sifford, his salaries reflect the $150,000 portion of his annual compensation paid in cash plus the additional $2,957 monthly cash stipend paid to him. |
| (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. Sifford, service-based restricted stock, granted in Fiscal 2024 and the PSUs granted in Fiscal 2024 at target performance and maximum performance. |
| PSUs | |||||
|---|---|---|---|---|---|
| Service-Based RSUs | |||||
| Name · and Restricted Stock · Target · Maximum | |||||
| Mark J. Worden | $1,093,258 | $1,639,903 | $2,869,823 | ||
| Patrick C. Edwards | $155,056 | $232,599 | $407,041 | ||
| Carl N. Scibetta | $301,826 | $452,754 | $792,328 | ||
| Marc A. Chilton | $261,422 | $392,165 | $686,281 | ||
| Clifton E. Sifford | $150,012 | $ | - | $ | - |
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 February 1, 2025.
| (4) | 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, 42.9% of base salary for Mr. Edwards and 64.4% of base salary for Messrs. Scibetta and Chilton. 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. GAAP Operating Income achieved for Fiscal 2022 was $146.4 million, which was 100.1% of the target level of performance. As a result, the bonus paid to each Executive who participated in the EICP was 125.4% of base salary for Mr. Worden, 35.1% of base salary for Mr. Edwards and 75.2% of base salary for Messrs. Scibetta and Chilton. |
| (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 2024 included:•An automobile allowance of $1,100 per month for Messrs. Worden, Scibetta, and Chilton.•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 $93,291. The amounts in this column for Fiscal 2024 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, RSUs and restricted stock. These amounts are detailed in the following table: |
| Long-term · Cash Dividend | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Deferred · Life · Disability · Equivalents on | |||||||||||||
| 401(k) | Compensation | Medical Plan | Insurance | Insurance | PSUs, RSUs and | ||||||||
| Match · Plan Match · Reimbursements · Premiums · Premiums · Restricted Stock | |||||||||||||
| Mark J. Worden | $6,946 | $ | - | $12,035 | $415 | $900 | $8,895 | ||||||
| Patrick C. Edwards | $6,948 | $15,948 | $6,510 | $415 | $900 | $631 | |||||||
| Carl N. Scibetta | $6,927 | $26,661 | $4,526 | $415 | $900 | $3,717 | |||||||
| Marc A. Chilton | $6,922 | $23,163 | $23,409 | $415 | $900 | $1,664 | |||||||
| Clifton E. Sifford | $ | - | $ | - | $ | - | $ | - | $ | - | $2,452 | ||
| (6) | Mr. Chilton was promoted to Senior Executive Vice President - Chief Operating Officer effective February 20, 2025. On April 4, 2025, Mr. Scibetta retired from the Company. |
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