Brenda C. Freeman
CALERESAbout Brenda C. Freeman
Independent director at Caleres (since 2017), age 60, and current Chair of the Technology and Digital Commerce Committee and member of the Governance and Nominating Committee. Founder of Joyeux Advisory Group and since January 2022 Chief Brand Officer at Wunderkind; prior senior marketing leadership roles at Magic Leap (CMO/Senior Advisor), National Geographic Channels (EVP/CMO), DreamWorks Animation (Global Head of TV Marketing), Turner/Cartoon Network (CMO), and Viacom (Nickelodeon/VH1/Affiliate Marketing). The Board has determined she is independent under NYSE standards. Core credentials: consumer and digital marketing, brand strategy, and technology-enabled consumer engagement.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Joyeux Advisory Group | Founder | Ongoing | Advises on brand marketing and development |
| Wunderkind | Chief Brand Officer | Jan 2022 – present | Leads brand for one-to-one marketing firm |
| Arteza | Chief Executive Officer | Feb 2020 – Feb 2021 | Led DTC e-commerce art supplies startup |
| Joyeux Marketing Group | Founder & Principal | Jun 2019 – Feb 2020 | Digital marketing consulting |
| Magic Leap, Inc. | Senior Advisor, Special Projects; previously Chief Marketing Officer | 2016 – Jun 2019 | Consumer tech, AR/VR go-to-market |
| National Geographic Channels | EVP – Chief Marketing Officer | 2015 – 2016 | Media brand marketing leadership |
| DreamWorks Animation | Global Head of Television Marketing | 2014 – 2015 | Global TV marketing |
| Turner Broadcasting (Cartoon Network/Adult Swim) | Chief Marketing Officer | 2008 – 2014 | Network brand and audience growth |
| Viacom (Nickelodeon/VH1/Entertainment Group) | SVP Integrated Marketing & Partnerships; VP Consumer Marketing; VP Affiliate Marketing | 2002 – 2008 | Integrated partnerships and consumer marketing |
External Roles
| Organization | Type | Role | Tenure |
|---|---|---|---|
| Avnet, Inc. | Public company | Director | 2018 – present |
| Blue Apron, Inc. | Public company | Director | 2020 – present |
| WM Technology (Weedmaps) | Public company | Director | 2021 – present |
| Herman Miller, Inc. | Public company | Director (prior) | 2016 – 2019 |
| Savannah College of Art and Design | Academic | Global Advisory Board | Ongoing |
Board Governance
- Independence and roles: Independent director; Chair, Technology and Digital Commerce (TDC) Committee; member, Governance and Nominating Committee. Lead Independent Director role is held by Ward M. Klein.
- Meeting cadence and attendance: FY2024 meetings – Board (6), Audit (5), Culture/Comp/People (4), Governance (2), Technology & Digital Commerce (3). All directors then on the Board attended the 2024 annual meeting and each attended at least 75% of their Board/committee meetings.
- Executive sessions: Non-management directors meet regularly in executive session; the Lead Independent Director presides.
- Committee mandates: TDC oversees technology, data, digital commerce, consumer connectivity, and related investments; Governance & Nominating oversees director criteria, slate, board structure, and non-employee director compensation. Both are composed solely of independent directors.
Fixed Compensation (Director)
| Component (FY2024) | Amount/Terms | Source |
|---|---|---|
| Annual Board Retainer | $100,000 cash | |
| Chair Retainer – Technology & Digital Commerce | $20,000 cash | |
| Total Cash Retainers (Freeman) | $120,000 (paid in cash per table) | |
| Meeting Fees | Not disclosed (no meeting fee line item) | |
| Other | 30% store discount; expense reimbursement; eligibility to take retainers in stock or defer via PSUs |
Notes: Non-employee director pay set by Board on Governance & Nominating recommendation; directors may defer cash retainers into PSUs and may elect to receive retainers in stock; program targets peer median.
Performance Compensation (Director Equity)
| Grant Year | Instrument | Grant Date | Quantity | Grant-date Fair Value | Vesting/Payment Terms |
|---|---|---|---|---|---|
| 2024 | RSUs or Restricted Stock (election) | Jun 3, 2024 | 4,564 units | $160,013 | Service-vests at next annual meeting; RSUs accrue dividend equivalents and are payable in cash or stock on termination or an earlier elected date ≥2 years post-grant; restricted shares earn cash dividends during restriction. |
| 2023 | RSUs or Restricted Stock (election) | Jun 5, 2023 | 7,756 units | $150,001 | Same service vesting to 2024 annual meeting; RSUs dividend equivalents; restricted stock cash dividends. |
No director performance metrics apply; awards are service-vested to align director interests with shareholders.
Other Directorships & Interlocks
- Current public boards: Avnet; Blue Apron; WM Technology. Prior: Herman Miller. No Culture, Compensation & People Committee interlocks or insider participation disclosed for 2024.
- Related-party transactions: None required to be disclosed for 2024 involving directors, nominees, executives, 5% holders, or their affiliates.
Expertise & Qualifications
- Deep consumer and digital marketing leadership (Turner/Cartoon Network, Viacom, DreamWorks, National Geographic), emerging tech (Magic Leap), and DTC e-commerce (Arteza).
- Board’s rationale: enhances oversight of technology, marketing, and consumer engagement strategies; chairs TDC to guide digital commerce and data capabilities.
Equity Ownership
| Measure (as of record date in 2025 proxy) | Amount | Notes |
|---|---|---|
| Common Shares Beneficially Owned | 6,958 | Less than 1% of shares outstanding. |
| Director Share Units (PSUs/RSUs) | 45,603 | Ultimately payable in cash or stock; no voting rights. |
| Unvested FY2024 RSUs at FY-end | 4,564 | Unvested as of Feb 1, 2025 per director table. |
| Hedging/Pledging | Prohibited for directors and executive officers; company not aware of any pledges. | |
| Ownership Guidelines | 5x annual cash retainer; all required directors met guidelines at 2024 year-end. |
Governance Assessment
- Strengths
- Independent; chairs TDC and serves on Governance & Nominating, aligning with her digital and consumer domain expertise.
- Solid engagement: Board emphasizes executive sessions; all directors attended ≥75% of meetings and the annual meeting in 2024.
- Ownership alignment: annual equity grants; compliance with 5x retainer ownership guideline; anti-hedging/pledging policy in place.
- No related-party transactions disclosed; no compensation committee interlocks.
- Watch items
- Multiple external public boards (Avnet, Blue Apron, WM Technology) require time balancing; no CAL-specific attendance shortfall disclosed.
Appendix: Board/Committee Structure Context
| Body | FY2024 Meetings | Notes |
|---|---|---|
| Board | 6 | All directors attended ≥75%; all attended 2024 annual meeting. |
| Technology & Digital Commerce (Chair: Freeman) | 3 | Oversees technology, data, digital commerce. Independent-only committee. |
| Governance & Nominating (Member: Freeman) | 2 | Director selection, board structure, director pay. Independent-only committee. |