Lisa A. Flavin
CALERESAbout Lisa A. Flavin
Lisa A. Flavin, 60, has served as an independent director of Caleres since 2019. She is Senior Vice President, Chief Compliance and Transformation Officer at Emerson, where she leads worldwide audit, enterprise risk management and compliance, and enterprise-wide functional transformation; she is a CPA with prior roles including CFO of Huls Corporation and eight years in audit at Ernst & Young . At Caleres, she chairs the Audit Committee and serves on the Executive Committee; she is designated an “audit committee financial expert” and is independent under NYSE and SEC rules . She has no other public company board service for Caleres disclosure purposes; external governance roles include serving on the board of BJC Healthcare (Audit Committee Chair) and the executive committee of the Conference Board’s Council of Chief Audit Executives .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Emerson | SVP, Chief Compliance & Transformation Officer | May 2023–present | Leads worldwide audit, ERM, compliance; drives enterprise functional transformation |
| Emerson | SVP & Chief Compliance Officer; Office of the Chief Executive | Mar 2021–May 2023 | Helped develop and guide global business strategies |
| Emerson | Chief Compliance Officer & VP, Audit | 2011–Mar 2021 | Oversight of compliance and internal audit |
| Emerson | VP, Audit; led acquisition due diligence | 2000–2011 | Led M&A due diligence function |
| Emerson | Director, Financial Audit | 1998–2000 | Internal audit leadership |
| Huls Corporation (U.S. ops) | Chief Financial Officer | 1995–1998 | Corporate finance leadership |
| Ernst & Young LLP | Various audit roles | 8 years (pre-1995) | Public accounting; CPA credential |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BJC Healthcare | Director; Audit Committee Chair | Not specified | Chairs audit committee |
| Conference Board’s Council of Chief Audit Executives | Executive Committee member | Not specified | Executive committee governance |
| Other Public Company Boards | None | — | Caleres disclosure lists none |
Board Governance
- Committees: Audit (Chair), Executive (member); board declassified with annual elections; independent directors meet regularly in executive session; Ward M. Klein is Lead Independent Director .
- Independence: Board determined Ms. Flavin is independent under NYSE standards; Audit Committee composed solely of independent directors; Flavin qualifies as an audit committee financial expert .
- Attendance: All directors attended the 2024 annual meeting; all directors attended at least 75% of board and committee meetings during their terms .
| Body | Role/Membership | 2024 Meetings | Notes |
|---|---|---|---|
| Board of Directors | Director | 6 | Annual elections; balanced tenure |
| Audit Committee | Chair | 5 | Financial reporting, controls, compliance oversight; audit committee financial expert designation |
| Executive Committee | Member | 0 | May exercise board powers between meetings if delegated |
Fixed Compensation
| Component (FY2024) | Amount (USD) | Detail |
|---|---|---|
| Cash retainer | $130,000 | Comprised of $100,000 board retainer and $30,000 Audit Committee chair fee per guidelines |
| Payment in shares (in lieu of cash) | — | Not elected (— in table) |
| Deferred payment (PSUs) | — | No deferral elected in 2024 |
| All other compensation | — | No other director-specific compensation |
| Total director compensation | $290,013 | Sum of cash and equity grant fair value |
Guidelines for non-employee directors in 2024 included: $100,000 annual retainer; $30,000 Audit Chair fee; annual equity award targeted at $160,000; no meeting fees; optional participation in deferred compensation and stock-in-lieu programs .
Performance Compensation
- Structure: Annual equity award of either restricted stock or RSUs, time-based vesting to next annual meeting; RSUs earn dividend equivalents and are payable in cash or stock upon termination or later election (≥2 years after grant); restricted stock earns cash dividends and vests at next annual meeting; director awards are not performance-metric based .
| Award | Grant Date | Units/Shares | Grant Value | Vesting/Terms | Status at FY-end |
|---|---|---|---|---|---|
| RSUs (annual grant) | June 3, 2024 | 4,564 | $160,013 (target ~$160,000 at $35.06 avg price) | Vests at next annual meeting; dividend equivalents; payable in cash or stock at termination or elected later date (≥2 years post-grant) | 4,564 RSUs unvested as of Feb 1, 2025 |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company directorships | None for Caleres disclosure purposes |
| Compensation committee interlocks | None; no insider participation and no relationships reportable under Item 404(a) for committee members |
| Related party transactions (2024) | None required to be disclosed among directors, officers, 5% holders, or immediate family/entities |
Expertise & Qualifications
- CPA; deep expertise in corporate accounting, finance, compliance, integrated operations, M&A, and corporate strategy .
- Audit committee financial expert designation; enhances oversight of financial reporting, governance, risk management, and strategy .
Equity Ownership
| Measure (as of record date Mar 27, 2025 unless noted) | Amount | Notes |
|---|---|---|
| Common shares beneficially owned | — | Represents less than 1% of outstanding shares |
| Exercisable options (60-day window) | — | None listed for non-employee directors |
| Director share units (PSUs/RSUs) | 43,669 | Units mirror stock value; no voting rights; payable in cash or stock |
| Unvested RSUs (FY-end Feb 1, 2025) | 4,564 | From June 3, 2024 annual grant |
| Stock ownership guidelines | 5x annual cash retainer for non-employee directors; expected within 5 years; all required directors met guidelines as of end of 2024 | |
| Hedging/pledging | Prohibited for directors and executive officers; company not aware of any pledged shares |
Governance Assessment
- Strengths: Independent director with deep audit/compliance background; Audit Chair and “financial expert” designation; robust anti-hedging/pledging and clawback policies; board conducts regular executive sessions; attendance at least 75% and annual meeting attendance achieved; no related-party transactions or interlocks disclosed .
- Alignment: Holds significant director share units and annual RSU grants; meets director ownership guidelines, which include stock equivalents and RSUs, enhancing alignment despite no direct common share ownership .
- Engagement: Audit Committee met 5 times in 2024, reflecting active oversight; Executive Committee met 0 times (consistent with limited use between board meetings), mitigating overreach concerns .
- RED FLAGS: None material disclosed. Note that beneficial common share ownership is “—” while ownership is via share units; while allowed under guidelines, some investors may prefer direct share ownership—mitigated by RSU/PSU equivalency and guideline compliance .