Daniel R. Friedman
CALERESAbout Daniel R. Friedman
Chief Sourcing & Supply Chain Officer at Caleres (Named Executive Officer). Caleres’ 2024 results: net sales fell 3.4% to $2,722.7M and adjusted diluted EPS was $3.30 amid SG&A deleverage and lower sales; management highlighted Brand Portfolio adjusted operating earnings of $122M and Famous Footwear adjusted operating earnings of $88M . Executive pay design emphasizes at‑risk compensation with annual incentives tied to Adjusted Operating Earnings and Net Sales, and long‑term incentives tied to Adjusted EPS with ROIC as a modifier; anti‑hedging/anti‑pledging and clawbacks apply .
Fixed Compensation
| Item | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 492,000 | 513,000 | 507,000 |
| Target Annual Bonus (% of salary) | — | — | 75% (raised for 2024) |
| Actual Annual Bonus Paid ($) | — | — | 0 (plans below threshold in 2024) |
Notes:
- 2024 consolidated plan paid 0% given Adjusted OE of $157.0M (below threshold); Sourcing plan (Friedman) also below threshold with actual Adjusted OE $113.0M vs $130.0M minimum .
Performance Compensation
2024 Annual Incentive (Sourcing plan)
| Metric | Threshold | Target | Maximum | Actual (2024) | Payout |
|---|---|---|---|---|---|
| Adjusted Operating Earnings ($M) | 130.0 | 139.0 | 163.0 | 113.0 | 0% (below threshold) |
| Net Sales ($M) – modifier | 982.0 (95% of plan) | 1,034.0 (plan) | ≥1,210.0 (≥117% of plan) | 979.6 | 0% (below threshold) |
Long-Term Incentive Plan (LTIP) design
| Feature | Description |
|---|---|
| Performance periods | 2024, 2025, 2026 (annual banked tranches) + cumulative strategic initiatives (25% weight each) |
| Primary metric | Adjusted EPS; ROIC modifies payout ±10% (cap 200%) |
| Payout range | 30% threshold to 200% maximum; earned amounts “banked” and paid at end of 3-year period if service condition met |
| Clawback | Applies to long‑term awards; NYSE-compliant recovery policy |
2024 Grants (Plan-Based Awards)
| Award Type | Grant Date | Threshold | Target | Maximum | Terms |
|---|---|---|---|---|---|
| 3‑Year Performance Award (shares) | 3/21/2024 | 2,017 sh | 6,724 sh | 6,724 sh (above-target in cash) | Shares through target; cash above target; 30–200% payout range |
| Restricted Stock | 3/21/2024 | — | 6,724 sh | — | Time‑based; 50% vest at 2 yrs, 50% at 3 yrs |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (shares) | 84,606 (<1% of outstanding) |
| Unvested Restricted Stock (sh) | 23,167 (grants dated 3/17/2022; 3/16/2023; 3/21/2024) |
| Unvested Performance Awards (target sh) | 17,667 (Perf 2023–25: 10,943; Perf 2024–26: 6,724) |
| Vested in 2024 (RS) | 9,500 sh; value realized $368,015 |
| Ownership Guidelines | 2x base salary; NEOs (incl. Friedman) in compliance for 2024 |
| Hedging/Pledging | Prohibited; company not aware of any pledged shares |
Vesting Schedules (time‑based RS)
| Grant Date | Vesting |
|---|---|
| 3/17/2022 | 50% on 3/17/2024; 50% on 3/17/2025 |
| 3/16/2023 | 50% on 3/16/2025; 50% on 3/16/2026 |
| 3/21/2024 | 50% on 3/21/2026; 50% on 3/21/2027 |
Insider trading arrangements: He terminated a Rule 10b5‑1 plan on July 8, 2025 (adopted Oct. 9, 2024) that provided for sale of up to 16,782 shares; no other Section 16 officer adopted/terminated a plan in that quarter .
Employment Terms
Executive severance agreement (effective April 1, 2009; amended Dec 2009); auto‑renewing up to 3‑year term; non‑compete applies post‑termination .
- Termination not related to Change in Control (CIC): up to 200% of (salary + target annual incentive), prorated current‑year bonus based on performance, up to 18 months medical (plus cash for 6 months), up to 2 years’ accelerated vesting on equity, outplacement .
- Double‑trigger CIC within 24 months: up to 300% of (salary + target bonus), prorated bonus, medical continuation, immediate vesting of equity, outplacement, additional SERP service credit; legacy gross‑up not indicated for Friedman .
Illustrative quantified benefits (as of FY2024 year‑end):
| Scenario | Annual Incentive (2024) | Cash Severance | Accelerated Equity | LT Incentive | SERP Add’l | NQDC | Medical/Outplacement | Tax Reimb. |
|---|---|---|---|---|---|---|---|---|
| Involuntary Not for Cause | $380,250 | $1,774,500 | $201,108 | — | — | — | $25,875 | — |
| Death/Disability | — | — | $363,016 | $427,807 | — | $16,268 | — | — |
| CIC + Involuntary/Good Reason | $380,250 | $1,774,500 | $363,016 | $427,807 | $234,515 | $16,268 | $36,751 | — |
Clawbacks and risk safeguards: Recoupment policy applies to executive officers; LTIP includes clawback for malfeasance leading to restatements; no repricing of options; hedging/pledging prohibited .
Multi‑Year Compensation (reported)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 492,000 | 513,000 | 507,000 |
| Stock Awards ($) | 325,500 | 506,004 | 552,040 |
| Non‑Equity Incentive Comp ($) | 526,071 | 902,116 | 278,047 |
| Change in Pension Value ($) | (51,306) | 342,224 | 324,009 |
| All Other Compensation ($) | 13,080 | 32,470 | 30,438 |
| Total ($) | 1,305,345 | 2,295,814 | 1,691,534 |
All Other Compensation detail (2024): 401(k) match $10,350; Nonqualified Restoration Plan $16,268; financial/tax planning $870; other $2,950 .
Performance & Track Record (context)
| Company Metric | 2023 | 2024 |
|---|---|---|
| Net Sales ($M) | 2,817.3 | 2,722.7 |
| Adjusted Diluted EPS ($) | 4.18 | 3.30 |
Say‑on‑Pay: 94% approval in 2024, indicating strong shareholder support for pay programs . Related party transactions: none material in 2024 .
Investment Implications
- Alignment: High proportion of at‑risk pay; 2024 annual incentive paid 0% given below‑threshold results, reinforcing pay‑for‑performance; LTIP uses multi‑year Adjusted EPS with ROIC modifier and clawbacks, which aligns with profitable growth and capital discipline .
- Selling pressure/vesting overhang: Time‑based RS tranches vest on 3/17/2025, 3/16/2025/2026, 3/21/2026/2027; monitor potential sale windows around those dates; 10b5‑1 plan (up to 16,782 shares) was terminated on July 8, 2025, reducing pre‑programmed selling near‑term but sales could resume under future arrangements .
- Retention and protections: Double‑trigger CIC with up to 3x base+bonus and immediate vesting is standard; non‑compete adds retention; SERP participation suggests long tenure and stickiness, but also elevates CIC costs .
- Governance risk: No pledging/hedging; no option repricing; strong say‑on‑pay; no related‑party flags—low governance risk profile from an alignment standpoint .