Michael R. Edwards
CALERESAbout Michael R. Edwards
Michael R. Edwards served as Division President – Famous Footwear at Caleres from November 2020 until his resignation effective May 2, 2025; he joined Caleres in 2008 and held multiple leadership roles across merchandising, planning, allocation, digital commerce and customer strategy before becoming division president . He was age 53 in FY 2024 and 52 in FY 2023 per the company’s 10-K officer roster . Edwards’ compensation was tied to both divisional and consolidated performance with key metrics including Adjusted Operating Earnings (OE), Net Sales, Adjusted EPS, Operating Earnings, and Return on Invested Capital (ROIC), reflecting a pay-for-performance framework; divisional plans for Famous Footwear used OE and Net Sales and were weighted to division vs. consolidated performance (50/50 in 2022; 60/40 in 2023), with outcomes ranging from discretionary uplift to 100% in 2022 to 0% payout in 2023 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Caleres (Famous Footwear) | Division President – Famous Footwear | Nov 2020 – May 2025 | Led the largest brand; navigated post-COVID operations and accelerated digital initiatives including curbside rollout and QuadPay . |
| Caleres (Famous Footwear) | SVP, Digital Commerce, Planning, Allocation and Stores | Feb 2018 – Nov 2020 | Advanced digital growth and omnichannel operations . |
| Caleres (Famous Footwear) | Chief Customer Officer | Sep 2017 – Feb 2018 | Drove customer strategy across brand . |
| Caleres (Famous Footwear) | SVP, Planning, Allocation & Analytics | Dec 2016 – Sep 2017 | Optimized inventory and analytics capabilities . |
| Caleres (Famous Footwear) | VP, Planning & Allocation | May 2015 – Dec 2016 | Strengthened merchandise planning and allocation . |
| Caleres (Famous Footwear) | VP, Merchandising & Sales Operations | Oct 2011 – May 2015 | Led merchandising systems and store operations . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The May Company | Various operational, merchandising and financial roles | Prior to 2008 | Retail operating and merchandising experience . |
| Laclede Steel Company | Account Executive | Prior to 2008 | Commercial experience . |
Fixed Compensation
Multi-year compensation (Summary Compensation Table):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $584,615 | $623,077 | $615,000 |
| Stock Awards ($) | $525,000 | $1,150,012 | $1,000,019 |
| Non-Equity Incentive Plan Compensation ($) | $613,846 | $595,810 | $595,988 |
| Change in Pension Value & NQDC Earnings ($) | — | $1,814 | — |
| All Other Compensation ($) | $9,380 | $32,663 | $26,826 |
| Total ($) | $1,732,841 | $2,403,376 | $2,237,833 |
Notes:
- Perquisites provided to NEOs include personal aircraft use (taxed, no gross-up), financial/tax planning reimbursement up to $8,000 for non-CEO/CFO NEOs, club memberships (limited personal use), and relocation assistance .
Performance Compensation
Annual Famous Footwear Incentive Plan – Targets vs Actual and Payouts:
| 2022 Famous Footwear Plan | Value | Outcome |
|---|---|---|
| Minimum Adjusted OE (millions) | $190.0 | 50% payout grid baseline |
| Adjusted OE for 100% payout | $218.1 | 100% payout trigger |
| Maximum Adjusted OE | $276.0 | 200% payout |
| Net Sales plan goals (millions) | $1,701.8 (96.9% of plan), $1,756.5 (plan), $1,786.9+ (101.7%+) | Plan scaling |
| Actual Adjusted OE | $195.8 | 90% performance; Committee exercised discretion to pay 100% given exceptional divisional results contributing 60% of company earnings |
| 2023 Famous Footwear Plan | Value | Outcome |
|---|---|---|
| Minimum Adjusted OE (millions) | $170.0 | 50% payout grid baseline |
| Adjusted OE for 100% payout | $185.0 | 100% payout trigger |
| Maximum Adjusted OE | $200.0 | 200% payout |
| Net Sales plan goals (millions) | $1,682.4 (97% of plan), $1,734.4 (plan), $1,800.0+ (103.8%+) | Plan scaling |
| Actual Adjusted OE | $125.2 | 0% payout determined by Committee |
Plan design and weighting:
- Division presidents’ annual incentive weighting: 50% division and 50% consolidated performance in 2022 ; 60% division and 40% consolidated in 2023, with minimum thresholds on Adjusted OE and Net Sales .
- Company-wide key performance measures for linking compensation actually paid (CAP) to outcomes: Adjusted EPS, Operating Earnings, Net Sales, and ROIC (2024 framework) .
Equity Awards – Grants of Plan-Based Awards (selected):
| Grant Year | Award Type | Grant Date | Shares/Units (#) | Grant Date Fair Value ($) |
|---|---|---|---|---|
| 2023 | Restricted Stock | 3/16/2023 | 19,896 | $459,996 |
| 2023 | 3-Year Performance Award (Target) | 3/16/2023 | 29,845 | $690,016 |
| 2021 | Restricted Stock | 3/18/2021 | 13,334 | $248,412 |
| 2020 | Restricted Stock | 3/16/2020 | 7,000 | $40,040 |
| 2020 | Restricted Stock | 11/23/2020 | 20,000 | $244,400 |
Vesting schedules (time-based restricted stock outstanding as of FY 2021 year-end):
| Grant Date | Vesting Schedule |
|---|---|
| 3/25/2019 | 50% on 3/25/2021; 50% on 3/25/2022 |
| 3/16/2020 | 50% on 3/16/2022; 50% on 3/16/2023 |
| 11/23/2020 | 50% on 11/23/2022; 50% on 11/23/2023 |
| 3/18/2021 | 50% on 3/18/2023; 50% on 3/18/2024 |
Change-in-control (CIC) provisions and payouts (Michael R. Edwards):
| Scenario | Annual Incentive (Target) | Cash Severance | Accelerated Equity | Long-term Incentive (LTI) | NQDC Benefit | Medical/Outplacement | Total |
|---|---|---|---|---|---|---|---|
| Involuntary Termination Not for Cause | $461,250 | $1,076,250 | $411,472 | — | — | $25,875 | $1,974,847 |
| Disability | — | — | $799,225 | $1,020,083 | $12,157 | — | $1,831,465 |
| Retirement | — | — | $799,225 | $1,020,083 | — | — | $1,819,308 |
| Involuntary or Good Reason Termination within 24 Months After CIC | $461,250 | $2,152,500 | $799,225 | $1,020,083 | $12,157 | $31,313 | $4,476,528 |
| CIC Only | $461,250 | — | $799,225 | $1,020,083 | $12,157 | — | $2,292,715 |
Structural features:
- Severance multiples: 1–2x salary+bonus (without CIC) and 2–3x salary+target bonus if terminated within 24 months post-CIC (double trigger), plus immediate vesting of restricted stock and options upon CIC, continued benefits, and outplacement . Restricted stock fully vests on CIC; certain agreements provide full vesting upon death, disability, or retirement; Edwards not retirement-eligible at the cited times .
- Clawbacks/recoupment: NYSE-compliant compensation recoupment policy and clawback provisions in long-term performance awards; forfeiture provisions apply for Code of Conduct or gross misconduct violations .
- Anti-hedging and anti-pledging: Hedging prohibited for directors/executives; pledging prohibited by insider trading policy .
Option activity:
- Options exercised: 2,000 shares in 2021; value realized $35,820 . No options listed outstanding for Edwards in FY 2021 year-end table (his awards primarily restricted stock/performance units) .
Equity Ownership & Alignment
| Ownership Element | Detail |
|---|---|
| Beneficial Ownership (as of March 31, 2022) | 94,731 shares; less than 1% of shares outstanding . |
| Restricted Stock included in beneficial ownership (FY 2024 record date context) | 47,930 shares counted in beneficial ownership (footnote disclosure) . |
| 401(k) Plan holdings | 3,667 shares held via plan trustee (included in beneficial ownership) . |
| Stock Ownership Guidelines | 3x base salary for Division President – Famous Footwear; market value includes current holdings, unvested restricted stock, and 401(k) holdings; all NEOs in compliance for 2024 . |
| Hedging/Pledging | Hedging prohibited; pledging prohibited; company not aware of any shares held by individuals being pledged . |
Employment Terms
- Severance agreements: By 2024–2025, Edwards’ benefits governed by executive severance agreement (double-trigger CIC; multiples as above); earlier proxy (2021) noted he did not have a severance agreement at that time, indicating later adoption .
- Non-compete/non-solicit: Severance agreements include non-compete covenants; executives terminated under agreements are subject to non-compete terms .
- Deferred compensation: Nonqualified restoration/deferral benefit amounts included in termination tables ($21,862 in 2023 context; $12,157 in 2024 context) .
- Pension/SERP: Edwards’ qualified Pension Plan benefit was frozen as of December 31, 2018; not grandfathered; no SERP additions indicated for him .
Performance & Track Record
- Leadership achievements: Led Famous Footwear through post-COVID reopening and digital expansion including QuadPay, curbside service rollout across 600+ stores, and increased store fulfillment; appointed president in Nov 2020 .
- Divisional performance: 2022 Famous Footwear achieved exceptionally strong OE/Net Sales results; Committee increased plan payout from 60% to 100% discretionary . 2023 Famous Footwear performance resulted in 0% payout under the divisional plan based on calculated OE/Net Sales .
- Resignation: Edwards resigned as Division President – Famous Footwear effective May 2, 2025, potentially creating leadership transition considerations for the division .
Compensation Committee and Peer Group
- Peer group and benchmarking: The Committee uses Meridian market studies with a peer set of ~28 footwear/retail companies for 2024 decisions (e.g., Abercrombie & Fitch, Academy Sports, American Eagle, Columbia Sportswear, Crocs, Deckers, Dillard’s, Foot Locker, Fossil, G-III, Genesco, Guess, Hanesbrands, Hibbett, Kontoor, Oxford, Steve Madden, Shoe Carnival, Skechers, Tapestry, Buckle, Children’s Place, Under Armour, Urban Outfitters, Wolverine); target compensation positioned around/slightly below market median .
- Say-on-Pay: Shareholders approved executive compensation with 91% support in 2023 and 94% in 2024 .
Investment Implications
- Pay-for-performance alignment: Edwards’ compensation tied heavily to divisional and consolidated operating metrics (OE, Net Sales), with clear result sensitivity—100% payout in 2022 vs. 0% in 2023—indicating responsive incentive design that can signal near-term divisional momentum shifts .
- Retention/severance: The presence of double-trigger CIC protections and meaningful accelerated equity/LTI amounts implies moderate change-in-control economics; anti-hedging and anti-pledging policies reduce misalignment risk .
- Ownership alignment: Compliance with 3x salary ownership guideline, inclusion of unvested RS in guideline calculation, and lack of pledging support alignment; however, relatively small personal ownership percentage (<1%) suggests reliance on ongoing equity awards for alignment .
- Transition risk: The May 2025 resignation of Edwards introduces execution risk for Famous Footwear during leadership transition; monitor subsequent 8-K filings and performance commentary for continuity in digital and store operations strategies .
- Governance signals: Strong say-on-pay support (91–94%) and robust clawback/recoupment policies indicate shareholder-friendly governance and lower compensation-related controversy risk .