Kyle F. Gendreau
CALERESAbout Kyle F. Gendreau
Independent director of Caleres (appointed 2024; age 55). Currently CEO and executive director of Samsonite International S.A., with prior service as Samsonite CFO (2009–2018). A Certified Public Accountant with a B.S. in Business Administration from Stonehill College; designated by the Caleres board as an “audit committee financial expert.” Committees: Audit; Culture, Compensation & People (CCP). Independent under NYSE standards. Joined the Caleres board in November 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Samsonite International S.A. | Chief Executive Officer and Executive Director | 2018–Present | Led channel diversification, brand expansion, sustainability; integrated Tumi acquisition; led HK listing (as CFO prior) |
| Samsonite International S.A. | Chief Financial Officer | 2009–2018 | Implemented strategic plan; Tumi integration; HKEX listing |
| Samsonite International S.A. | VP Corporate Finance, Asst. Treasurer | 2007–2009 | Corporate finance leadership |
| Coopers & Lybrand (now PwC) | Auditor (CPA) | 1991–1996 | Public accounting foundation |
| Zoots Corp.; Specialty Catalog Corp. | Finance leadership roles | Pre-2007 | Finance and accounting leadership |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Samsonite International S.A. (HKEX) | CEO; Executive Director; Public company board member | 2011–Present (board); CEO since 2018 | Only current public company directorship listed in Caleres proxy |
Board Governance
- Independence: Confirmed independent; only CEO and Executive Chair (management directors) are non-independent; all board committees (Audit, CCP, Governance & Nominating, Technology & Digital Commerce) are comprised solely of independent directors.
- Committee assignments (Caleres): Audit; Culture, Compensation & People (CCP). Audit Committee chaired by Lisa Flavin; members include Gendreau, Gupta, Korn. CCP chaired by Wenda Millard; members include Gendreau, Greeley, Thorn.
- Financial expertise: Caleres board determined Gendreau qualifies as an “audit committee financial expert.”
- Attendance and engagement: All directors attended at least 75% of board/committee meetings for which they served in fiscal 2024; all directors then on the board attended the 2024 annual meeting. Board met 6x; Audit 5x; CCP 4x; Governance 2x; Technology 3x.
- Leadership structure: Independent chair intended post-2025 annual meeting (Ward Klein); independent directors meet in executive session.
Fixed Compensation
| Item | 2024 Board Policy | Gendreau (2024 Actual) |
|---|---|---|
| Annual cash retainer | $100,000 | $23,626 (partial-year, joined Nov 2024) |
| Lead independent director fee | $40,000 (additional) | N/A |
| Committee chair fees | Audit $30,000; CCP $25,000; Governance $20,000; Tech $20,000 | N/A |
| Annual equity award (timed to next annual meeting vest) | Target $160,000 in restricted stock or RSUs; 4,564 shares/RSUs at $35.06 grant-date reference (June 3, 2024) | None in 2024 (joined Nov; not eligible for 2024 equity grant) |
| Expense reimbursement; store discount; deferred comp options | Provided per policy | Eligibility per policy |
Notes
- Equity mechanics: Directors elect restricted stock (dividends, vest at next annual meeting) or RSUs (dividend equivalents; payable in stock or cash at termination or elected future date, with one-year vest to next annual meeting).
- Deferred comp: Phantom stock units (PSUs) mirror stock value; paid in cash on separation per elected schedule; dividend equivalents reinvested.
- Stock ownership guidelines: 5x annual cash retainer within five years of joining; those required to comply met guidelines as of year-end 2024.
Performance Compensation
- Non-employee directors at Caleres do not receive performance-based cash incentives; director equity grants are time-based (service to the next annual meeting), not tied to performance metrics.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | Samsonite International S.A. (2011–present) |
| Compensation committee interlocks | None; no insider participation on CCP Committee in 2024. |
| Related-party transactions | None required to be disclosed for 2024 involving directors/executives/5% holders or their related entities. |
Expertise & Qualifications
- CPA; audit committee financial expert designation at Caleres.
- Global consumer/retail operator: CEO of multinational consumer goods company; deep experience in channel diversification, brand portfolio growth, and international expansion.
- Capital markets/M&A: Led Samsonite’s HK listing as CFO and integrated Tumi acquisition.
- Supply chain/sourcing exposure relevant to footwear/apparel.
Equity Ownership
| Holder | Shares Beneficially Owned | Director Share Units | % Outstanding | Notes |
|---|---|---|---|---|
| Kyle F. Gendreau | 5,000 | — | * | “*” less than 1% |
| Pledging/Hedging | — | — | — | Caleres prohibits directors from hedging or pledging company stock. |
| Ownership guidelines | — | — | — | Directors must hold ≥5x annual cash retainer within 5 years of service start; those required to comply met guidelines as of 2024 year-end. |
Director Compensation Detail (2024)
| Name | Cash Fees | Equity Awards | All Other Comp | Total |
|---|---|---|---|---|
| Kyle F. Gendreau | $23,626 | $0 (no 2024 grant; joined Nov) | $0 | $23,626 |
Governance Assessment
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Strengths for investor confidence
- Independence and expertise: Independent director; Audit Committee member and designated financial expert adds rigor to financial oversight.
- Relevant operator background: CEO/CFO track record in global consumer brands and M&A integration aligns with Caleres’ brand portfolio strategy and international initiatives.
- Clean conflicts profile: No related-party transactions disclosed; anti-hedging/anti-pledging policy applies to directors; Section 16(a) filings were timely in 2024.
- Board process and engagement: All directors met attendance thresholds; independent-only committees; use of independent compensation consultant (Meridian) with no conflicts; strong say-on-pay support (94%).
-
Potential watchpoints
- External CEO commitments: As a sitting CEO of Samsonite, monitor time/attention and any evolving commercial overlaps; no related-party dealings disclosed in 2024.
- Auditor tenure overall (board-level oversight): EY has served since 1917 (broader board audit oversight consideration rather than director-specific).
-
Red flags
- None disclosed specific to Gendreau: no attendance shortfalls, interlocks, related-party transactions, pledging/hedging, or compensation anomalies.
Overall view: Gendreau brings CFO/CEO-caliber financial and operational oversight to Audit and CCP. His independence, audit expertise, and lack of conflicts support board effectiveness and are positive signals for governance quality.