Bruce K. Thorn
CALERESAbout Bruce K. Thorn
Independent director of Caleres (CAL) since 2022; age 58; serves on the Culture, Compensation & People and Technology & Digital Commerce Committees. Former President & CEO and director of Big Lots, Inc. (2018–Feb 2025); earlier senior operating roles at Tailored Brands and PetSmart. Education: B.S. Mechanical Engineering, U.S. Military Academy at West Point; MBA, University of Cincinnati; former U.S. Army airborne ranger–qualified Captain. Board independence affirmed; independent committees only .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Big Lots, Inc. | President, CEO, and Board Director | 2018–Feb 2025 | Led nationwide retailer; business filed Chapter 11 in Sept 2024, signaling turnaround and risk-management exposure . |
| Tailored Brands, Inc. | President & COO | 2017–2018 | Oversaw portfolio (Men’s Wearhouse, Jos. A. Bank, etc.) . |
| Tailored Brands (Men’s Wearhouse) | EVP & COO | 2015–2017 | Operations leadership . |
| PetSmart | EVP, Store Operations, Services & Supply Chain | 2007–2015 | Deep operating, supply chain and services oversight . |
| Cintas; Gap; LESCO | Various sales, ops, marketing roles | 1995–2007 | Progressive operating roles . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Nationwide Children’s Hospital | Board Member | Current | Largest U.S. pediatric hospital . |
| Children of Fallen Patriots | Board of Advisors | Current | Advisory role . |
| National Veterans Memorial & Museum | Board Member | Prior | Noted in earlier proxy biography . |
Board Governance
- Committee assignments: Culture, Compensation & People (member) and Technology & Digital Commerce (member); CC&P met 4x and Tech & Digital met 3x in fiscal 2024 .
- Independence: Determined independent under NYSE standards; all standing committees (Audit, CCP, Governance, Technology) are solely independent directors .
- Attendance: All directors attended the 2024 annual meeting and at least 75% of Board/committee meetings; Board met 6x in fiscal 2024 .
- Board leadership and engagement: Lead Independent Director presides executive sessions; post-2025 annual meeting the lead independent director (Ward Klein) to become Board Chair; independent directors meet regularly without management .
Fixed Compensation
| Component (Non-Employee Director – Fiscal 2024) | Amount | Details |
|---|---|---|
| Annual cash retainer | $100,000 | Standard director retainer; paid quarterly . |
| Equity award (restricted stock or RSUs) | $160,013 | 4,564 restricted shares or RSUs (director’s election); grant approved May 23, 2024; grant date June 3, 2024; valuation based on $35.06 avg price; vests at next annual meeting . |
| All other compensation | $0 | No additional comp reported for Thorn in 2024 . |
| Total | $260,013 | Sum of cash and equity grant fair value . |
Director program features: No meeting fees; optional participation in director deferred comp plan (phantom stock units), ability to take retainers in stock under 2022 plan, 30% store discount (same as employees) .
Director Equity Grant Details (FY2024)
| Metric | Value |
|---|---|
| Grant type | Restricted stock (or RSUs at director option) . |
| Shares/Units | 4,564 (unvested at FY-end for Thorn if restricted stock) . |
| Grant date | June 3, 2024 . |
| Fair value | $160,013 (based on $35.06 avg price) . |
| Vesting | Service-based to next annual meeting; RSUs payable in cash/stock at termination or elected date ≥2 years; dividends/dividend equivalents accrue . |
Performance Compensation
| Component | Status | Notes |
|---|---|---|
| Annual incentive/long-term performance awards | Not applicable | Non-employee directors do not receive executive annual incentive or long-term performance awards; director equity is time-based, not performance-based . |
Other Directorships & Interlocks
| Category | Status |
|---|---|
| Current public company boards | None disclosed for Thorn in 2025 proxy . |
| Prior public company boards | Big Lots, Inc. (director while CEO, 2018–Feb 2025) . |
| Compensation committee interlocks | None; CCP members were independent and no Item 404(a) relationships; no reciprocal interlocks disclosed . |
| Related-party transactions | None material in 2024 involving directors/executives/5% holders . |
Expertise & Qualifications
- Operations, supply chain, services, retail real estate, digital/e-commerce; deep consumer/retail industry experience; finance oversight (as CEO) .
- Education: West Point B.S. Mechanical Engineering; MBA University of Cincinnati; prior military leadership credentials (airborne ranger–qualified Captain) .
- Committee fit: Governance-aligned, strategy and operating execution expertise enhances CCP and Technology & Digital oversight .
Equity Ownership
| Metric | Value |
|---|---|
| Common shares beneficially owned | 12,320 (<1% of outstanding) . |
| Director share units (PSUs/RSUs) | 5,372 (no voting rights; paid in cash or stock) . |
| Unvested restricted shares (FY-end) | 4,564 (from 2024 grant) . |
| Pledging/hedging | Prohibited by policy; company not aware of any pledged shares . |
| Director ownership guidelines | 5x annual cash retainer; all required directors met guidelines as of end of 2024 . |
Governance Assessment
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Strengths
- Independent director with relevant multi-decade operating and supply chain expertise in retail/consumer; aligned committee assignments (CCP and Technology) .
- Solid governance practices: independent committees, executive sessions, director resignation policy, no poison pill; strong say-on-pay support (94% in 2024) .
- Attendance and engagement: met ≥75% attendance threshold; attended annual meeting; committees met regularly (CCP 4x, Technology 3x) .
- Alignment: mandatory stock ownership guidelines for directors (5x retainer) achieved; equity grants in stock/RSUs vest based on service; hedging/pledging prohibited .
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Potential Risks / RED FLAGS
- Reputational and risk oversight consideration: Big Lots entered Chapter 11 in Sept 2024; Thorn served as CEO/director until Feb 2025—investors may scrutinize his role in crisis navigation and turnaround outcomes .
- Time-commitment risk diminished post–Feb 2025 following departure from Big Lots; current proxy discloses no other public boards, suggesting capacity for CAL duties .
- No related-party transactions or compensation interlocks identified; committee consultant independence verified (Meridian, no conflicts) mitigates pay design risk .
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Compensation for Thorn (Director)
- Balanced cash/equity mix with no performance incentives (retainer + service-based stock), minimizing pay-for-performance concerns for directors; total $260,013 for FY2024 .
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Overall
- Governance profile supports investor confidence: independence, committee fit, attendance, and alignment policies. Monitor for any evolving disclosures tied to prior Big Lots bankruptcy and ensure continued robust risk oversight contributions on CCP and Technology committees .