CALERES INC
For the period ended May 22, 2025. Filed Apr 10, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 22, 2025 · Filed Apr 10, 2025
Contents
PROXY STATEMENT SUMMARY
This summary highlights certain information relating to the items being
voted on that can be found in greater detail elsewhere in this proxy statement.
For additional information about these topics, shareholders should read the entire
proxy statement before voting.
2025 ANNUAL MEETING OF SHAREHOLDERS
| DATE AND TIME May 22, 2025 10:30 a.m., Central Time | LOCATION Caleres, Inc. 8300 Maryland Avenue St. Louis, Missouri 63105 |
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On April 10, 2025, we are commencing mailing to our shareholders of record a notice containing instructions on how to access this proxy statement and our Annual Report on Form 10-K online, and we are commencing mailing these proxy materials to shareholders of record who requested paper copies.
VOTING MATTERS
Your vote is very important to us. Whether or not you plan to attend the 2025 annual meeting, we urge you to vote and submit your proxy on all of the proposals to ensure that your shares are represented.
| Proposal 1 Election of Directors The Board recommends a vote FOR each nominee. Page 23 | Proposal 2 Ratification of Ernst & Young LLP as the Company’s independent registered public accountants The Board recommends a vote FOR this proposal. Page 30 | Proposal 3 Approval, by non-binding advisory vote, of the Company’s executive compensation The Board recommends a vote FOR this proposal. Page 64 |
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| 2025 CALERES PROXY STATEMENT | 1 |
FINANCIAL HIGHLIGHTS FOR 2024
Caleres delivered solid operational and financial performance in 2024. While sales and earnings declined, we made progress on a number of strategic initiatives that set the stage for future growth. Fueled by our Lead Brands – Sam Edelman, Allen Edmonds, Naturalizer and Vionic – our Brand Portfolio achieved strong annual adjusted operating earnings of $122 million and generated an exceptional 10.5% adjusted return on sales. At the same time, Famous Footwear leaned into its competitive advantages and leadership position with the Millennial family to increase market share in both shoe chains and in Kids, delivering $88 million in adjusted operating earnings and a 5.6% adjusted operating margin. Furthermore, we continued to maintain a strong balance sheet and financial flexibility. In addition, we continued to invest in value-driving organic growth opportunities while returning $75 million to shareholders through share repurchases and quarterly dividend payments. The structural changes we have made in recent years have transformed Caleres into a more agile, efficient, and profitable organization and have positioned us exceptionally well for the future. Here are a few financial highlights for 2024:
| ª | Consolidated net sales decreased $94.6 million, or 3.4%, to $2,722.7 million in 2024, compared to $2,817.3 million last year. Net sales of our Famous Footwear segment decreased $52.9 million, or 3.3%, compared to 2023. Net sales of our Brand Portfolio segment decreased $44.9 million, or 3.5%, compared to 2023. |
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| ª | Consolidated operating earnings decreased to $149.9 million in 2024, or 22.9%, compared to $194.5 million last year. The decrease was driven by lower net sales in 2024 and SG&A deleverage. |
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| ª | On a GAAP basis, we reported consolidated net earnings attributable to Caleres, Inc. of $107.3 million, or earnings per diluted share of $3.09, compared to $171.4 million, or earnings per diluted share of $4.80, last year. On an adjusted basis, our net earnings were $114.6 million, or earnings per diluted share of $3.30, compared to $149.3 million, or earnings per diluted share of $4.18, last year.1 |
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| NET SALES $2,722.7M | GROSS PROFIT MARGIN $44.9% | EPS $3.30 adjusted diluted EPS |
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| BRAND PORTFOLIO 45% of Caleres Net Sales | U.S. TOTAL FOOTWEAR MARKET SHARE 6.0% according to Circana, LLC, Retail Tracking Service | REPURCHASES AND DIVIDENDS $74.7M returned to shareholders through share repurchases and dividends |
| 1 | A reconciliation of adjusted results is included in Annex 1 to this proxy statement. |
RESPONSIBLE BUSINESS
Across our portfolio of brands, we feel passionately that how we do business is as important as how much business we do. Our long-standing pledge to quality craftmanship includes creating sustainable and lasting value for all our stakeholders. What it really comes down to is caring—about people, ethics and integrity, our shared planet, and about healthy financial performance. Caring is so integral to our business that we champion it as one of our core company values. The Caleres story is most simply defined by the company’s mission: Inspire people to feel great...feet first.
| ª | At Caleres, we care passionately about helping people feel great...feetfirst. That comfort arises from both our product portfolio and our five-starpromise for delivering sustainability excellence: Caleres Cares...Feet First. |
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Fit means more than how great our shoes feel on your feet. Every bit as important is how well our brands align with our customers’ values.
Caleres creates sustainable value by governing and operating with integrity and transparency and by pursuing ambitious sustainability targets.
Curious, creative people working in an inclusive and empowering environment continue to propel our company forward.
We give back to people and communities in need, and work to advance the profession and professionals of footwear.
By holding our suppliers to high standards and taking part in industry and NGO initiatives, we help drive continuous improvement.
| 2025 CALERES PROXY STATEMENT | 3 |
| OUR BRANDS | $2.5M & 125K PAIRS donated to Soles4Souls and Ticket to Dream by Famous Footwear customers and Caleres. | 23K+ PAIRS recrafted through Allen Edmonds, bringing shoes back to life through timeless craftsmanship. | 4.7K+ PAIRS of preloved Sam Edelman shoes sold to over 3K unique buyers, advancing circular fashion & sustainability. |
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| OUR PEOPLE | 9.4K+ Caleres Associates globally | 57K+ learning courses taken by Caleres Associates across a broad range of topics including developmental, technical, role based, and compliance training via our online learning platform. | SEVEN “Caleidoscope” Community Resource Groups (CRG) established since 2022 to support our goals of fostering inclusion, leadership and belonging for Caleres Associates and allies across all levels of the organization. |
| OUR PARTNERS | 31% of our strategic suppliers use wind or solar energy | 96% of the leather purchasedfor our products was sourced from tanners certified “Gold” or “Silver” by the Leather Working Group OEKO-TEX® Leather Standard, or ICEC. | 64% waste reduction achieved by strategic factories participating in the Footwear Factory Zero Waste program |
| OUR COMPANY | 4TH YEAR consecutively being included on Newsweek’s America’s Most Responsible Companies list. | ONE PLANET STANDARD designates our products that meet our highest level of sustainability criteria. | 95% of Caleres-owned products now contain at least one environmentally preferred material. |
| OUR COMMUNITIES | $765K+ raised for United Way by corporate Associates and the Caleres Cares Charitable Trust contribution. | 2.1K+ volunteer hours logged by Caleres Associates. | $1.4M in grants, matching gifts, and other donations supported worthy organizations that help people live better lives. |
DIRECTOR NOMINEES
In accordance with our restated certificate of incorporation and bylaws which provide that all directors will be elected forone-year terms, the board of directors has nominated eleven directors for election at the 2025 annual meeting, as outlined in the table below, for aone-year term expiring at the annual meeting of shareholders to be held in 2026.
| NAME | Age | Director Since | Independent | Committee(s) |
|---|---|---|---|
| Lisa A. Flavin Senior Vice President, Chief Compliance and Transformation Officer, Emerson | 60 | 2019 | ª | Audit, Chair; Executive |
| Brenda C. Freeman Founder, Joyeux Advisory Group | 60 | 2017 | ª | Technology and Digital Commerce, Chair; Governance and Nominating |
| Kyle F. Gendreau CEO, Samsonite International S.A. | 55 | 2024 | ª | Audit; Culture, Compensation and People |
| Lori H. Greeley Chief Executive Officer, Serena & Lily | 65 | 2015 | ª | Culture, Compensation and People |
| Mahendra R. Gupta Geraldine J. and Robert L. Virgil Professor of Accounting, Olin School of Business | 69 | 2011 | ª | Audit |
| Ward M. Klein Former Executive Chairman, Edgewell Personal Care | 69 | 2007 | ª | Executive; Governance and Nominating, Chair |
| Steven W. Korn Former President & Chief Executive Officer, Radio Free Europe / Radio Liberty | 71 | 2004 | ª | Audit; Governance and Nominating |
| Molly Langenstein Former CEO, Chico’s FAS | 61 | 2024 | ª | Governance and Nominating; Technology and Digital Commerce |
| Wenda Harris Millard Former Vice Chairman, Media Link | 70 | 2017 | ª | Culture, Compensation and People, Chair; Executive |
| John W. Schmidt President and CEO, Caleres | 64 | 2023 | Executive | |
| Bruce K. Thorn Former President and CEO, Big Lots, Inc. | 58 | 2022 | ª | Culture, Compensation and People; Technology and Digital Commerce |
| 2025 CALERES PROXY STATEMENT | 5 |
CORPORATE GOVERNANCE HIGHLIGHTS
Since 1878, we have been guided by a value system that emphasizes integrity and trust at all levels of our organization. We have longstanding policies and practices to promote the management of our Company with integrity and in our shareholders’ best interests.
The board of directors has adopted and adheres to corporate governance practices that it believes represent sound practices, including the following:
| BOARD COMPOSITION | ª Our board is declassified and all directors are elected annually. ª Our board has an effective mix of skills, experience and perspectives. ª Half of our directors are diverse: 50% of our directors are female and 18% are racially and ethnically diverse. | ª Our director tenure is balanced, with an average tenure of 9 years. |
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| BOARD INDEPENDENCE | ª 10 out of the 12 members of the board of directors are independent. ª Our Executive Chair and CEO are the only management directors. | ª Our Audit, Governance and Nominating, Culture, Compensation & People, and Technology & Digital Commerce Committees are comprised solely of independent directors. |
| GOVERNANCE PRACTICES | ª We have a lead independent director with a clearly defined role who coordinates the activities of the other independent directors. ª The independent directors meet regularly in executive session. ª The board of directors and committees conduct annual self-evaluations. ª We have a director resignation policy in the event an incumbent director does not receive a majority of votes cast. | ª 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. ª The Company does not have a poison pill in place. ª Risk management is overseen by the full board of directors and designated committees. |
EXECUTIVE COMPENSATION PROGRAM HIGHLIGHTS
The following table summarizes certain executive compensation practices that we have implemented to reward performance without encouraging inappropriate or excessive risk-taking and align executives’ interests with shareholders’ interests, as well as practices that we avoid because we do not believe they would serve the long-term interest of the shareholders.
| What We Do | What We Don’t Do |
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| ª The vast majority of pay is variable or “at risk”, i.e., performance-based or equity-based or both ª We include challenging performance objectives in annual and long-term incentive awards that encourage value creation for shareholders ª We cap annual incentive and long-term performance award payouts at 200% of target ª We utilize an independent compensation consultant ª We maintain significant stock ownership requirements (6x base salary for CEO) ª We generally provide for three-year performance periods/vesting in long-term awards ª We provide limited perquisites with reasonable business rationale ª We regularly assess the risk-reward balance of our compensation programs ª We include clawback provisions in our key compensation programs and our executive officers are subject to a compensation recovery policy in the event of certain misstatements | ª We prohibit hedging, pledging, or short sales of Company stock by directors and executive officers ª No single trigger provisions for cash severance ª We do not provide cash severance payments exceeding 2x salary and target annual incentive award (plus prorated bonus for year of termination, if earned) ª We no longer provide change of control excise tax gross-ups to executive officers ª We prohibit repricing or replacing underwater stock options or stock appreciation rights |
| 2025 CALERES PROXY STATEMENT | 7 |
DIRECTOR SKILLS & QUALIFICATIONS
CURRENT BOARD DIVERSITY
| 2025 CALERES PROXY STATEMENT | 9 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.