Independent
Tenure on this board
7.2 yrs
10 nominees · 4 ballot items.
Election of ten directors; ratification of Ernst & Young LLP as independent auditors; approval of the Incentive and Stock Compensation Plan of 2026 (new share authorization and related plan terms); and a non-binding advisory vote to approve the Company’s executive compensation.
Election of ten nominees to the Board of Directors to serve one-year terms expiring at the 2027 annual meeting.
Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accountants for fiscal year ending January 30, 2027.
Seek shareholder approval to adopt the 2026 Plan, adding 1,400,000 new shares and transferring 832,650 shares from the 2022 Plan (total 2,232,650) to permit continued equity and cash incentive awards to employees and directors.
This proposal asks shareholders to approve the Caleres, Inc. Incentive and Stock Compensation Plan of 2026 (the 2026 Plan), which would replace future grants under the 2022 Plan by transferring the remaining 832,650 shares from the 2022 Plan and adding 1,400,000 new shares for a total of 2,232,650 shares available for awards. Management is seeking approval because the 2022 Plan has only a limited remaining share reserve and without additional authorized shares the Company’s ability to grant equity and cash-based incentives to attract, retain and motivate employees and directors would be constrained. The Company frames the request with historical context — noting three-year grant history, a 2.52% burn rate (2023–2025), and that the incremental overhang to fully diluted shares would rise to ~9.86%, which it considers reasonable for its size and industry — and that past share repurchases have partially offset dilution. The Plan preserves typical governance safeguards (e.g., per-participant annual limits, minimum vesting, anti-repricing protection, and change-in-control provisions) and allows the Board and its Compensation Committee discretion to determine award types and recipients. The Board recommends FOR the Plan, arguing it aligns employee and shareholder interests, supports long-term value creation, and provides flexibility in incentive design (cash or equity) while containing limits intended to moderate dilution. Key risks for shareholders include potential near-term dilution if the Company continues granting shares at historical rates and the relatively modest expected duration of the share pool (management estimates about one to two years at historical grant levels). Offsetting considerations include management’s stated discipline in grant sizing, use of cash awards where appropriate to conserve shares, and the company’s prior history of repurchases to mitigate overhang. In evaluating the proposal, an investor should weigh the company’s need to preserve its incentive program to compete for talent, the Board’s governance protections for equity grants, the estimated dilution and time horizon for the share reserve, and how the plan fits with Caleres’ broader capital allocation policy and recent operational performance.
A non-binding advisory (‘‘Say on Pay’’) vote on the compensation paid to the Company’s named executive officers as disclosed in the proxy statement.
This management-sponsored, non-binding advisory proposal asks shareholders to approve the Company’s executive compensation disclosures (the Compensation Discussion and Analysis, Summary Compensation Table and related disclosures) for the named executive officers. Management seeks the advisory endorsement to validate its pay program design and to demonstrate shareholder support; while non-binding, the Board and its Compensation Committee state they will consider the vote outcome when setting future pay. The proxy explains the program’s objectives: align pay with performance, balance short- and long-term incentives, discourage excessive risk-taking through caps and clawbacks, and support retention and market competitiveness. Contextually, Caleres experienced a challenging fiscal 2025 (tariff impacts, volatile retail environment, and an acquisition) and the Committee structured pay with multi-year performance measures, capped payouts (generally 200%), and governance elements such as independent committee oversight and an independent compensation consultant. The Board recommends a FOR vote, asserting that the programs supported strategic objectives and shareholder value while providing appropriate risk controls; it cites prior strong shareholder support (90% Say on Pay in 2025) as reinforcing its approach. For investors evaluating the advisory vote, key considerations include whether incentive metrics and targets and the mix of cash versus equity appropriately reflect company turnaround and M&A activity, the realizable pay outcomes in light of 2025 results, and whether disclosure provides sufficient linkage between pay and the company’s strategic performance. Although the vote is non-binding, a substantial adverse outcome could prompt the Committee to revisit plan design, metric selection, or disclosure; conversely, strong support would validate current practices and provide continuity for management’s compensation framework.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | FMR LLC | 9.89% | 3,348,365 | $41M |
| 2 | VANGUARD GROUP INC | 5.23% | 1,771,195 | $22M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 4.10% | 1,386,479 | $17M |
| 4 | BlackRock, Inc. | 4.05% | 1,370,549 | $17M |
| 5 | FMR LLC | 3.68% | 1,244,892 | $15M |
| 6 | AMERICAN CENTURY COMPANIES INC | 3.68% | 1,243,955 | $15M |
| 7 | ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 3.58% | 1,212,095 | $15M |
| 8 | Neuberger Berman Group LLC | 3.46% | 1,170,307 | $14M |
| 9 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 3.23% | 1,092,075 | $13M |
| 10 | STATE STREET CORP | 3.13% | 1,059,366 | $13M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.