Mahendra R. Gupta
CALERESAbout Mahendra R. Gupta
Mahendra R. Gupta, age 69, has served as an independent director of Caleres, Inc. since 2011, bringing deep accounting and governance expertise as the Geraldine J. and Robert L. Virgil Professor of Accounting and Management at Washington University’s Olin Business School; he qualifies as an audit committee financial expert and is currently a member of Caleres’ Audit Committee . He earned a Ph.D. in accounting from Stanford University and previously served as Dean of Olin (2005–2016) and Senior Associate Dean (2003–2005), underscoring strong credentials in financial oversight and organizational leadership . The Board has determined Dr. Gupta is independent under NYSE standards; during fiscal 2024 all directors attended at least 75% of board and committee meetings and the annual meeting, consistent with Caleres’ attendance expectations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Washington University in St. Louis – Olin Business School | Dean | 2005–2016 | Led financial management and academic strategy; frequent governance and accounting speaker |
| Washington University – Olin Business School | Senior Associate Dean | 2003–2005 | Senior academic administration responsibilities |
| Washington University – Olin Business School | Faculty (Professor of Accounting and Management) | 1990–present; named Virgil Professor in 2004 | Research published in leading journals; global speaking; oversight of financial management at school level |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Credit Suisse Funds (certain mutual funds of Credit Suisse Asset Management) | Trustee; Chair of Audit Committee | 2017–present | Audit oversight for registered investment companies |
| ENDI Corp | Director; Audit Committee member | Apr 2022–present | Financial oversight and audit participation |
| First Bank | Director; Audit Committee member | Not disclosed | Audit committee service at a banking institution |
| Foundation for Barnes Jewish Hospitals; Barnes Jewish Hospitals; Oasis Institute | Director (non-profit boards) | Not disclosed | Community and governance roles |
Board Governance
- Committee memberships: Audit Committee; designated as an “audit committee financial expert” alongside two other members, with the Audit Committee composed solely of independent directors and meeting five times in fiscal 2024 .
- Independence: Determined independent by the Board; only management directors are the Executive Chair and CEO .
- Attendance and engagement: All directors attended the 2024 annual meeting and at least 75% of board and applicable committee meetings; board met six times in 2024, and the Audit Committee met five times .
- Governance practices: Independent executive sessions occur regularly; lead independent director presides (transition to an independent Chair planned post-2025 annual meeting) .
- Policies relevant to investor alignment: Anti-hedging and anti-pledging policies for directors and officers; insider trading policy in place .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Standard non-employee director retainer for 2024 |
| Committee/Chair fees | $0 | Not a committee chair; chair retainers apply only to designated chairs |
| Lead independent director premium | $0 | Not applicable |
| Other compensation | $20,000 | Company match of charitable contributions (up to program limit) |
| Total cash and other | $120,000 | Sum of cash retainer and other compensation |
Performance Compensation
Non-employee director equity is service-based, not performance-based; awards are intended to align directors with shareholders and vest at the next annual meeting.
| Grant Type | Grant Date | Shares/Units | Grant-Date Fair Value (USD) | Vesting | Dividend Treatment | Notes |
|---|---|---|---|---|---|---|
| Restricted Stock | Jun 3, 2024 | 4,564 | $160,013 | Vests at next annual meeting (May 22, 2025) | Cash dividends on restricted stock | Directors choose RS or RSUs; number derived from $160,000 target at $35.06 avg price; approved May 23, 2024 |
| RSUs (if elected) | N/A | N/A | N/A | Vest at next annual meeting; payable on termination or elected date ≥2 years post-grant | Dividend equivalents reinvested | Dr. Gupta elected restricted stock in 2024 (not RSUs) |
Additional notes:
- Annual equity award target value for non-employee directors was $160,000 in 2024; awards granted under the 2022 Plan align interests with shareholders .
- Directors may defer retainers into PSUs or elect stock in lieu of cash; RSUs/PSUs mirror stock value but pay out in cash or stock upon termination/election .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public/registered boards | Credit Suisse Funds (registered mutual funds); ENDI Corp |
| Interlocks | Culture, Compensation and People Committee: no interlocks or insider participation; no relationships requiring Item 404(a) disclosure for 2024 |
| Additional roles | First Bank (director & audit committee member); multiple non-profit boards |
Expertise & Qualifications
- Ph.D. in Accounting (Stanford University); extensive academic leadership experience (Dean and Senior Associate Dean) .
- Recognized audit committee financial expert; deep proficiency in accounting, financial management, and governance oversight .
- Frequent global speaker; research published in leading academic journals .
Equity Ownership
| Metric | Value |
|---|---|
| Common shares beneficially owned | 27,009 (<1% of shares outstanding) |
| Director share units (PSUs/RSUs) | 81,449 (no voting rights; mirror stock value; either vested or will vest by May 26, 2025) |
| Unvested restricted stock (as of FY-end) | 4,564 shares from 2024 grant |
| Ownership guideline | 5x annual cash retainer for non-employee directors; all required directors met guidelines as of end of 2024 |
| Hedging/pledging status | Hedging and pledging prohibited for directors and officers; company not aware of any pledged shares by individuals; policy reinforced in insider trading policy |
Governance Assessment
- Alignment and independence: Strong alignment via annual equity; clear independence determination; audit financial expert designation enhances board effectiveness and oversight of financial reporting and controls .
- Engagement: Attendance at least 75% in 2024 and presence at the annual meeting indicate active participation; Audit Committee held five meetings, consistent with robust oversight cadence .
- Conflicts and related-party exposure: No related-party transactions requiring disclosure in 2024; CC&P Committee reported no interlocks or insider participation concerns .
- Policies supporting investor confidence: Anti-hedging/pledging policies in place; director stock ownership guidelines met; timely Section 16 filings reported .
- Say-on-pay context: Shareholders supported executive compensation at 94% in 2024, signaling broader confidence in compensation governance frameworks overseen by the Board’s committees .
Overall, Dr. Gupta’s profile reflects high-quality governance credentials, independence, and audit expertise, with no disclosed conflicts or red flags; equity awards are service-based and ownership guidelines are met, supporting investor alignment .