Jack P. Calandra
CALERESAbout Jack P. Calandra
Senior Vice President and Chief Financial Officer of Caleres since September 12, 2022; appointed on August 26, 2022 (age 54 at appointment). He previously served as CFO of a.k.a. Brands (2021), EVP, CFO & Treasurer of Tailored Brands (2017–2020), and held multiple senior finance roles at Gap Inc. beginning in 2005; he holds an MBA from Columbia Business School and a BBA in finance from William & Mary . During his tenure, company Revenues moved from $2,968.1mm (FY 2023) to $2,722.7mm (FY 2025), while EBITDA moved from $276.6mm to $213.4mm, reflecting a period of consolidation and margin pressure amid macro/brand dynamics (values retrieved from S&P Global).*
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| a.k.a. Brands | Chief Financial Officer | 2021 | Public-company CFO experience in fashion portfolio; capital markets and operating finance exposure |
| Tailored Brands | EVP, CFO & Treasurer | 2017–2020 | Led corporate finance/treasury through retail transformation and restructuring cycle |
| Gap Inc. | SVP Corporate Finance & Investor Relations; CFO Banana Republic Global; CFO Gap Direct; CFO Gap International (various) | 2005–2017 | Division and corporate finance leadership; FP&A, IR, and brand-level P&L responsibility |
External Roles
No public-company directorships or committee roles disclosed in reviewed filings .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 246,154 | 652,308 | 640,000 |
| Target Bonus (% of salary) | 75% (appointment terms) | 75% (program design) | 75% (program design) |
| Non-Equity Incentive Plan Compensation ($ actual) | 429,626 | 353,952 | 631,925 |
| Sign-on/Other Cash Bonus ($) | 75,000 (sign-on) | — | — |
| Stock Awards – Grant Date Fair Value ($) | 525,048 | 1,150,012 | 1,150,015 |
| Option Awards ($) | — | — | — |
Notes:
- Appointment terms set base salary at $640,000 and target bonus at 75% of salary with 2x cap; $75,000 sign-on; initial RSU grant $525,000 with 50/50 vesting at 2/3 years .
- The SCT “Non-Equity Incentive” reflects payouts paid in the year; the fiscal 2024 annual incentive plan outcome was later determined at 0% (see Performance Compensation) .
Performance Compensation
Annual Incentive Plan (AIP) – Fiscal 2024
| Metric | Weighting | Target | Actual/Payout | Vesting/Timing |
|---|---|---|---|---|
| Adjusted Operating Earnings (primary) | Primary driver | Target bonus $480,000 (75% of $640k); threshold $240,000; max $960,000 | 0% payout for fiscal 2024 plan; Adjusted OE $157.0mm vs goal; Net Sales used only as inflator/deflator within 0–200% band | Paid after year-end, subject to plan terms and proration if applicable |
| Net Sales (inflator/deflator) | Adjusts payout up/down (not < min or > max) | N/A | N/A (plan zeroed on OE) | N/A |
Program features: Minimum OE required; total payout capped at 200% of target; subject to forfeiture for CoBC violations .
Long-Term Performance Award – 2024–2026 Cycle (granted March 21, 2024)
| Element | Metric/Design | Weighting | Target/Range | Payout mechanics | Vesting |
|---|---|---|---|---|---|
| LTI performance shares | Adjusted EPS (primary metric for each fiscal year); Adjusted ROIC modifies each yearly result by ±10%; plus individual strategic initiatives | Four equal measurements: FY24, FY25, FY26, and Strategic Initiatives (equal weight) | Threshold 5,043; Target 16,809; Max 16,809 shares (above-target paid in cash) | Payout 0–200% of target; over-target paid in cash up to $690,000 cap for Calandra; amounts “bank” each year and pay at end of 3-year period, service required; clawback applies | End of 3-year period, subject to performance and service; banked amounts paid at end |
Equity Awards – Time-based RSUs (Restricted Stock)
- RSUs vest 50% at 2 years, 50% at 3 years from grant; subject to acceleration/forfeiture per plan .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 68,185 shares as of March 27, 2025; includes restricted stock; “<1%” of outstanding |
| % of shares outstanding | ~0.20% (68,185 / 34,092,540 shares outstanding) |
| Unvested RSUs at FY-end | 40,927 shares (market value $780,478 at $19.07) |
| Unearned performance shares | 46,654 target shares outstanding across 2023–2025 and 2024–2026 cycles (market/payout value $889,692 at $19.07) |
| Options | No options outstanding; no option awards granted in 2022–2024 |
| Shares pledged | None disclosed; Company not aware of any pledges; pledging prohibited by policy |
| Hedging | Prohibited for directors and executive officers |
| Ownership guidelines | CFO guideline: 3x base salary; all NEOs in compliance for 2024 |
Vesting and potential supply:
- 2024 vesting realized: 9,825 RSUs vested; value realized $305,754 .
- Upcoming RSU vesting schedules (subject to service/plan): 3/16/2025 (50% of 3/16/2023 grant), 3/16/2026 (remaining 50% of 3/16/2023), 3/21/2026 and 3/21/2027 (2024 grant 50%/50%); 9/12/2023 and 9/12/2024 tranches from the 2022 sign-on grant have completed .
Employment Terms
| Provision | Detail |
|---|---|
| Agreement date | Executive severance agreement as of September 12, 2022 |
| Non-compete | Post-termination non-compete restricting executive-level/consulting services to competitors in the footwear industry; also restricts interference with customer relationships |
| Term/renewal | Up to 3-year term with automatic 1-year renewals unless notice given |
| Termination (not related to CIC) | Cash severance up to 200% of (base salary + target annual cash incentive), prorated current-year AIP (if earned), up to 18 months medical (plus 6 months cash), up to 2 years’ acceleration for RSUs/options that would vest within two years, and outplacement |
| Change in Control (CIC) | Double trigger required (CIC + qualifying termination within 24 months); cash severance up to 300% of (base salary + target bonus), prorated AIP, up to 18 months medical (plus up to 6 months cash), immediate vesting of all RSUs/options, outplacement, additional credited SERP service (where applicable) |
| CIC excise tax gross-up | Company states it no longer provides excise tax gross-ups to executive officers; modified reimbursement may apply only to certain legacy agreements |
| Estimated payments (as of 1/31/2025) | Involuntary termination not for cause: $3,388,064 total; of which cash severance $2,240,000, annual incentive $480,000, accelerated equity $647,489, NQDC $19,469, medical/outplacement $20,575 . Involuntary/good reason within 24 months after CIC: $5,099,405 total; cash severance $3,360,000; annual incentive $480,000; accelerated equity $750,192; long-term incentive $466,382; NQDC $19,469; medical/outplacement $23,362 . |
Perquisites and benefits: medical/dental/life/disability, executive disability, physicals, financial/tax planning, 401(k), deferred comp, product discounts; four weeks’ vacation; educational assistance .
Clawbacks: Long-term awards subject to clawback; executive compensation recovery policy adopted in line with NYSE rules .
Performance & Track Record
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|---|---|
| Revenues ($mm) | 2,117.1* | 2,777.6* | 2,968.1* | 2,817.3* | 2,722.7* |
| EBITDA ($mm) | 1.8* | 285.4* | 276.6* | 255.8* | 213.4* |
Values retrieved from S&P Global.*
Observations:
- Since Calandra’s appointment (Sept 2022), Revenues decreased from FY 2023 to FY 2025 by ~8.3% and EBITDA by ~22.8% (derived from table). AIP for fiscal 2024 paid 0% based on Adjusted OE shortfall; LTI remains in flight with banked structure and ROIC modifier .
Compensation Committee, Say-on-Pay, and Consultants
- Compensation Committee (Culture, Compensation and People) members: Chair Wenda Harris Millard; members Kyle F. Gendreau, Lori H. Greeley, Bruce K. Thorn; 4 meetings in 2024; Meridian Compensation Partners serves as independent consultant .
- Say-on-Pay: 2023 approval 91% of votes cast in support; Company continues annual say-on-pay cadence .
Risk Indicators & Red Flags
- Hedging/pledging prohibited; Company reports no pledges by individuals .
- No option repricing; payouts capped at 200%; clawback policy in place .
- Double-trigger CIC protection limits windfalls without a termination .
Investment Implications
- Pay-for-performance calibration: The 0% AIP payout for fiscal 2024 indicates discipline around profitability thresholds (Adjusted OE), aligning cash incentives to operating results; however, declining EBITDA suggests continued execution risk to unlock LTI value tied to multi-year EPS and ROIC .
- Retention and selling pressure: Material unvested/uneared equity (RSUs: 40,927; PSUs: 46,654) with scheduled cliffs in 2026–2027 supports retention but creates predictable vesting supply; 2024 RSU vesting of 9,825 shares illustrates annual cadence .
- Shareholder alignment and governance: Strong alignment policies (3x salary ownership guideline; anti-hedging/pledging; clawbacks; double-trigger CIC) mitigate agency risk; severance set at 2x/3x salary+target bonus is standard for mid-cap consumer discretionary .
- Execution focus: Performance banked annually and modified by ROIC puts emphasis on profitable growth and capital efficiency—key levers for value creation in a multibrand footwear portfolio .
Citations:
**[14707_0000014707-22-000055_cal-20220826x8k.htm:1]** CAL 8-K (09/01/2022) Item 5.02 – Calandra appointment, background, education, initial comp terms
**[14707_0001193125-25-078007_d909626ddef14a.htm:34]** CAL DEF 14A (04/10/2025) – NEO list and CD&A intro
**[14707_0001193125-25-078007_d909626ddef14a.htm:37]** CAL DEF 14A (04/10/2025) – Compensation elements summary and caps
**[14707_0001193125-25-078007_d909626ddef14a.htm:43]** CAL DEF 14A (04/10/2025) – 2024 AIP metrics, thresholds, actual Adjusted OE $157.0mm → 0% payout
**[14707_0001193125-25-078007_d909626ddef14a.htm:50]** CAL DEF 14A (04/10/2025) – Severance/CIC philosophy and provisions overview
**[14707_0001193125-25-078007_d909626ddef14a.htm:52]** CAL DEF 14A (04/10/2025) – Insider trading policy; anti-hedging/pledging; ownership guidelines (CFO 3x) and compliance
**[14707_0001193125-25-078007_d909626ddef14a.htm:56]** CAL DEF 14A (04/10/2025) – Summary Compensation Table (salary, stock awards, non-equity incentive, bonus)
**[14707_0001193125-25-078007_d909626ddef14a.htm:59]** CAL DEF 14A (04/10/2025) – Grants of Plan-Based Awards (AIP threshold/target/max; 2024–26 PSU target shares)
**[14707_0001193125-25-078007_d909626ddef14a.htm:60]** CAL DEF 14A (04/10/2025) – LTI (Adjusted EPS; ROIC modifier ±10%; banked; clawback; caps)
**[14707_0001193125-25-078007_d909626ddef14a.htm:61]** CAL DEF 14A (04/10/2025) – Outstanding Equity Awards; RSU counts and vesting schedules; PSU targets
**[14707_0001193125-25-078007_d909626ddef14a.htm:62]** CAL DEF 14A (04/10/2025) – Option Exercises and Stock Vested; Calandra 9,825 RSUs; $305,754 value
**[14707_0001193125-25-078007_d909626ddef14a.htm:71]** CAL DEF 14A (04/10/2025) – Estimated payments upon termination/CIC – Calandra line item details
**[14707_0001193125-25-078007_d909626ddef14a.htm:75]** CAL DEF 14A (04/10/2025) – Executive severance agreements; non-compete; double-trigger CIC; multiples
**[14707_0001193125-25-078007_d909626ddef14a.htm:81]** CAL DEF 14A (04/10/2025) – Shares outstanding at record date (34,092,540)
**[14707_0001193125-25-078007_d909626ddef14a.htm:24]** CAL DEF 14A (04/10/2025) – Beneficial ownership narrative; Company not aware of pledges
**[14707_0001193125-25-078007_d909626ddef14a.htm:23]** CAL DEF 14A (04/10/2025) – Beneficial ownership table; Calandra 68,185 shares; restricted stock included
**[14707_0001193125-25-078007_d909626ddef14a.htm:13]** CAL DEF 14A (04/10/2025) – Committee composition; Meridian consultant
**[14707_0001193125-24-093196_d553690ddef14a.htm:42]** CAL DEF 14A (04/11/2024) – Say-on-Pay: 91% support in 2023
Footnote: Financial values marked with an asterisk (*) were retrieved from S&P Global.