John W. Schmidt
CALERESAbout John W. Schmidt
John W. Schmidt is President & CEO of Caleres since January 15, 2023 and a director since 2023; age 64 in 2025 and a 17-year Caleres veteran across brand portfolio leadership, merchandising, sales and consumer strategy . Under his tenure, Caleres delivered 2024 consolidated net sales of $2,722.7M with adjusted net earnings of $114.6M and adjusted EPS of $3.30 versus 2023 net sales of $2,817.3M and adjusted EPS of $4.18, reflecting cyclically lower sales and SG&A deleverage after record years in 2022-2023 . Pay-versus-performance shows TSR value of a $100 initial investment at $114.03 in 2024 versus $196.95 in 2023, and CAP-linked metrics emphasize Adjusted EPS, ROIC, Operating Earnings, and Net Sales in the CEO pay program .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Caleres | President (Dec 2020); President – Brand Portfolio (2015); President – Contemporary Fashion (2010); SVP/GM Better & Image Brands (2008) | 2008–present | Led consumer/brand strategy across portfolio, margin expansion, and growth initiatives . |
| Nine West Group | Executive roles of increasing responsibility | 10 years | Brand/category leadership in footwear; merchandising and sales execution . |
| Lord & Taylor; May Merchandising Corporation; Macy’s | Merchandising and sales roles | Not disclosed | Foundational merchandising and sales expertise in retail . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Accessories Council | Board of Directors | Not disclosed | Industry network and brand visibility across accessories/footwear . |
Fixed Compensation
| Element | 2024 Value | Notes |
|---|---|---|
| Base Salary (set for year) | $1,150,000 | Committee increased CEO base salary for 2024 . |
| Salary Paid (2024) | $1,137,500 | Summary Compensation Table (fiscal 2024) . |
| Target Annual Bonus % | 135% of base | Raised for 2024 . |
| Perquisites (caps) | Financial/tax planning up to $30,000 | CEO reimbursement cap; personal aircraft use imputed, no tax gross-up . |
| 401(k) Company Match | $10,350 | 2024 amount . |
| Nonqualified Restoration Plan credit | $52,460 | 2024 employer credit . |
| All Other Compensation (total) | $91,054 | 401(k), Restoration Plan, financial planning . |
Performance Compensation
Annual Incentive Plan (AIP) – 2024 Consolidated
| Metric | Weighting | Plan Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Adjusted Operating Earnings | Primary | $204.6M to receive 100% payout; min $191.0M for 50%; max $230.5M for 200% | $157.0M | 0% (below minimum) | Annual, subject to Code of Conduct forfeiture and negative discretion . |
| Net Sales | Accelerator/Decelerator | $2,869.0M plan goal; $2,726.0M min schedule | $2,722.7M | Modifier ineligible when below Adjusted OE minimum | Annual |
Long-Term Incentive Plan (LTIP) – 2024–2026 Design
| Component | Metric | Target Range | Max Payout | Modifier | Structure |
|---|---|---|---|---|---|
| Annual performance periods (2024, 2025, 2026) | Adjusted EPS | Approx. 90%–106% of annual goal pays; <90% = 0% | 200% of target | ROIC adjusts ±10%, capped overall at 200% | Four components: 3 annual financial periods + cumulative strategic initiatives; earned amounts “banked” for payout at end of 3-year period contingent on service . |
| Cumulative period | Strategic initiatives | Individualized goals | 200% of target | N/A | Cash or share mix to conserve plan share pool; clawback and negative discretion apply . |
LTIP Outcomes – Prior Cycles
| Performance Period | Metric Structure | Actual Performance | Weighted Payout |
|---|---|---|---|
| 2022–2024 LTIP | Adjusted EPS primary; Net Sales modifier; cumulative strategic initiatives | 2022: 200%; 2023: 114%; 2024: 26%; cumulative initiatives: 100% | 110% total weighted payout . |
| 2021–2023 LTIP | Adjusted EPS; Net Sales modifier; cumulative strategic initiatives | 2021: 200%; 2022: 200%; 2023: 114%; cumulative: 150% | 166% total weighted payout . |
2024 Equity Grants (Retention)
| Award Type | Shares/Value | Vesting |
|---|---|---|
| Restricted Stock (CEO) | 54,812 shares; $2,250,033 grant-date fair value | 50% at year 2 (3/21/2026); 50% at year 3 (3/21/2027) . |
| Performance Award (CEO, 2024–2026) | Up to 73,082 shares at target; $3,000,016 grant-date fair value | Vests at end of 3-year period based on performance to max 100% in shares; >target paid in cash . |
| Options | None in 2024 | Company did not grant options to NEOs in 2024 . |
Equity Ownership & Alignment
| Item | Value | Notes |
|---|---|---|
| Total Beneficial Ownership (CEO) | 454,196 shares; 1.3% of shares outstanding | As of March 27, 2025 . |
| Components disclosed | Includes 271,256 restricted shares (vote/dividends, non-transfer until vest); 5,816 shares in 401(k) . | |
| Unvested Restricted Stock | 191,490 shares; $3,651,714 FY-end market value | As of 1/31/2025 at $19.07 close . |
| Unearned Performance Shares | 159,588 shares; $3,043,343 FY-end payout value | As of 1/31/2025 . |
| Vesting Schedules | 3/21/2024 grants: 50% on 3/21/2026; 50% on 3/21/2027; prior grants per table | Detailed schedule per grant dates . |
| Ownership Guidelines | CEO must hold ≥6x base salary; all NEOs in compliance for 2024 | Alignment policy . |
| Hedging/Pledging | Prohibited for directors/executives; company aware of no pledging | Policy and disclosure . |
Employment Terms
| Provision | Key Term | Source |
|---|---|---|
| Agreement Type | Executive severance agreement (auto-renewal) | CEO agreement entered June 14, 2018; renewals unless terminated . |
| Non-Compete | Post-termination non-compete in footwear industry; restricts executive-level/consulting services | Applies to all covered executives . |
| CIC Definition | >30% stock acquisition; incumbent board change; merger/asset sale with <65% continuity | Plan and severance definitions . |
| Equity Vesting on CIC | Single-trigger: all restricted stock and stock options vest; LTIs paid at target, pro-rated | 2017/2022 plan terms . |
| Cash Severance (no CIC) | Up to 2x (salary + target bonus); prorated AIP; up to 2 years equity vest acceleration; benefits + outplacement | Severance terms . |
| Cash Severance (double-trigger CIC) | Up to 3x (salary + target bonus); prorated AIP; full equity vest; 24–36 months benefits; SERP credited service; outplacement | Severance terms . |
| Clawback | NYSE-compliant compensation recovery and LTIP clawback for malfeasance/restatement | Risk mitigators . |
Estimated CEO Payments (as of 1/31/2025)
| Scenario | Key Components | Total |
|---|---|---|
| Involuntary termination (no CIC) | Cash severance $5,405,000; AIP (assumed target for estimate) $1,552,500; accelerated equity $3,007,659; benefits/outplacement $26,169 | $9,991,328 . |
| CIC only | Target AIP $1,552,500; accelerated equity $3,510,011; LTIP target $2,603,634; NQDC benefit $52,460 | $7,718,605 . |
| Involuntary or good reason termination within 24 months after CIC | Cash severance $8,107,500; AIP $1,552,500; accelerated equity $3,510,011; LTIP target $2,603,634; additional SERP $403,173; NQDC $52,460; benefits/outplacement $26,169 | $16,255,447 . |
Board Governance
- Dual roles: Schmidt serves as management director, Executive Committee member; he is not independent under NYSE standards .
- Board leadership: Chair and CEO roles separated since Jan 2023; upon the 2025 annual meeting, lead independent director Ward M. Klein is expected to become Chair, further strengthening independence .
- Committees and attendance: All directors attended ≥75% of board/committee meetings in 2024; Schmidt serves on the Executive Committee .
- Director pay: Employee-directors do not receive director compensation; non-employee director comp program detailed separately .
Director Compensation (for management director)
- A director who is an employee does not receive payment for service as a director .
Other Directorships & Interlocks
- External public boards: None. Industry body: Accessories Council Board .
Compensation Structure Analysis
- Mix shift and rigor: 2024 raised CEO base to $1.15M and AIP target to 135%, while AIP paid 0% due to missing stringent Adjusted OE minimum—signaling pay-for-performance discipline .
- Long-term focus: 2024–2026 LTIP moved to Adjusted EPS with ROIC modifier (±10%), threshold 30%, max 200%, and “banking” by year; prior cycle (2022–2024) paid 110% weighted after strong 2022–2023 but weak 2024 .
- Governance features: Caps at 200%, clawbacks, no option repricing, hedging/pledging prohibited; independent consultant (Meridian) engaged by Compensation Committee .
- Say-on-Pay: Strong shareholder support—94% approval in 2024 and 91% in 2023 .
- Peer benchmarking: 2024 peer group of 28 footwear/apparel/retail companies used for market design and pay levels .
Risk Indicators & Red Flags
- Section 16(a) reporting: One late Form 4 filing disclosed in 2023 for Schmidt regarding older transactions (2019, 2022, 2023) .
- Related party transactions: None requiring disclosure in 2024 .
- Anti-hedging/pledging: Prohibited, reducing misalignment risk .
- Golden parachute tax: Modified excise tax reimbursement applies to Mr. Friedman only; no excise tax gross-ups for executives generally .
Compensation Peer Group (Benchmarking context)
- Peer group includes comparable branded footwear/apparel/retail companies; used for program design and median pay calibration (e.g., Deckers, Skechers, Tapestry, Under Armour, Steve Madden, Foot Locker, Genesco, Designer Brands, etc.) .
Performance & Track Record
- Financial performance: 2024 adjusted operating earnings $157.0M; Brand Portfolio 10.5% adjusted ROS; Famous Footwear 5.6% adjusted margin .
- Strategic initiatives: Renewed/added licenses, international expansion, ERP implementation costs reflected in audit fees; targeted acquisitions like Stuart Weitzman agreement post-year end .
- TSR context: $100 investment TSR value $114.03 in 2024 vs $196.95 in 2023; CAP tied to Adjusted EPS/ROIC .
Equity Ownership & Potential Selling Pressure
- Upcoming vesting: CEO has 191,490 unvested restricted shares with scheduled vesting tranches through 2027, and 159,588 unearned performance shares, representing potential future supply; pledging/hedging prohibited .
- Ownership alignment: CEO beneficial ownership of 454,196 shares; 6x salary ownership guideline, compliance affirmed for NEOs .
Employment & Contracts
- Term/renewal: Executive severance agreements auto-extend absent notice; non-compete applicable on exit .
- Change-in-control economics: Single-trigger equity vesting; double-trigger cash severance and benefits with SERP enhancements; estimated CEO totals outlined above .
Investment Implications
- Pay-for-performance discipline: Zero AIP payout for 2024 despite higher CEO targets underscores compensation rigor; LTIP design emphasizes sustainable EPS and capital returns via ROIC modifier—constructive for long-term value creation .
- Retention and supply dynamics: Significant unvested equity and multi-year LTIP “banking” foster retention; vesting cadence could introduce episodic selling pressure upon lapses, moderated by anti-hedging/pledging policy .
- Governance strength: Separation of CEO/Chair with an independent Chair, high Say-on-Pay support, clawback and no repricing policies reduce governance risk; related party and Section 16 controls are robust despite one historical late filing .
- Severance/CIC: Double-trigger severance up to 3x salary+bonus is market-consistent; single-trigger equity vesting in a sale can increase transaction closing certainty but dilutes alignment post-CIC—investors should factor these payouts in change-of-control scenarios .