Molly Langenstein
CALERESAbout Molly Langenstein
Independent director at Caleres since 2024; age 61. Former CEO and President of Chico’s FAS (2020–January 2024) and nearly three decades at Macy’s/Bloomingdale’s in senior merchandising and private-brand roles. Holds a bachelor’s degree in fashion merchandising from Kent State University. Serves on Caleres’ Governance & Nominating and Technology & Digital Commerce committees, reflecting expertise in retail strategy and digital commerce .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chico’s FAS | Chief Executive Officer & President; Director | 2020–Jan 2024 | Returned company to growth and profitability via customer-led, product-focused, digital-first strategy; operational excellence . |
| Chico’s FAS | President, Apparel Group | 2019–2020 | Led apparel portfolio ahead of CEO role . |
| Macy’s, Inc. / Bloomingdale’s | Multiple executive roles in ready-to-wear and private brands; earlier buyer | 1994–2019 | Senior merchandising/private brand leadership over ~25 years . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Upbound Group | Director | 2024–Present | Caleres proxy bio states current directorship; consumer financing focus; no Caleres-related interlocks disclosed . |
| Caleres board expansion release | Board election (context) | Nov 7, 2024 | Caleres announced Langenstein’s election, highlighting omnichannel and organizational optimization expertise . |
Board Governance
- Committee assignments: Member, Governance & Nominating (2 meetings in 2024) and Member, Technology & Digital Commerce (3 meetings in 2024); both committees comprised solely of independent directors .
- Independence: Board indicates 10 of 12 directors independent; Langenstein listed as independent .
- Attendance: All directors attended at least 75% of board/committee meetings and the 2024 annual meeting (Board: 6 meetings; Audit: 5; Culture, Compensation & People: 4; Gov & Nominating: 2; Tech & Digital: 3) .
- Governance practices: Lead independent director; regular executive sessions; annual self-evaluations; director resignation policy; no poison pill .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Governance & Nominating | Member | 2 |
| Technology & Digital Commerce | Member | 3 |
Fixed Compensation (Non-Employee Director – FY2024 Actual)
| Component | Amount ($) | Details |
|---|---|---|
| Cash Payment | — | Joined in November; no cash retainer paid in 2024 . |
| Payment in Company Stock | 23,626 | Paid retainer in stock in lieu of cash; 1,258 shares issued under 2022 Plan . |
| Deferred Payment | — | No deferral elected for 2024 . |
| Annual Equity Award | — | No 2024 director equity grant due to November appointment (standard grant was $160,013 for others) . |
| All Other Compensation | — | None . |
| Total | 23,626 | As reported in Non-Employee Director Compensation Table . |
Program guidelines for directors (context):
- Annual cash retainer $100,000; Chair retainers: Audit $30,000; Culture, Compensation & People $25,000; Governance & Nominating $20,000; Technology & Digital Commerce $20,000; Lead Independent Director $40,000 .
- Annual equity target $160,000 (restricted stock or 4,564 RSUs granted June 3, 2024; vest at next annual meeting) .
Performance Compensation (Director Program Structure)
| Award Type | Target Value | Grant Date | Vesting | Dividends / Equivalents |
|---|---|---|---|---|
| Restricted Stock (Directors) | $160,000 | June 3, 2024 | Vests at next annual meeting of shareholders | Cash dividends from grant date . |
| RSUs (Directors) | $160,000 | June 3, 2024 | Vests at next annual meeting; payable in cash or stock on termination or earlier elected date ≥2 years post-grant | Dividend equivalents reinvested in RSUs . |
Note: Langenstein did not receive the 2024 annual equity award due to joining in November 2024 .
Other Directorships & Interlocks
| Company | Role | Committee Roles (if disclosed) | Interlocks/Conflicts |
|---|---|---|---|
| Upbound Group | Director | Not disclosed in CAL proxy | None disclosed; CAL reports no related party transactions in 2024 . |
Expertise & Qualifications
- High-level strategist with retail industry track record turning around sales and profitability; led customer-led, product-focused, digital-first transformation at Chico’s .
- Deep merchandising/private-brand experience across Macy’s/Bloomingdale’s; operational excellence background .
- Board-relevant skills in governance, risk oversight, and organizational effectiveness as former public company CEO .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Director Share Units (PSUs/RSUs) |
|---|---|---|---|
| Molly Langenstein (as of record date Mar 27, 2025) | 1,258 | <1%* | — . |
- Stock ownership guidelines (directors): Hold stock/stock equivalents ≥5x annual cash retainer; expected to achieve within 5 years of guideline adoption or board service commencement. All directors required to comply met guidelines as of end of 2024 .
- Hedging/pledging: Prohibited for directors; company not aware of any pledged shares by individuals .
Recent insider transactions (alignment signal):
| Date | Shares | Price | Type | Notes |
|---|---|---|---|---|
| Nov 1, 2025 | 2,316 | $10.79 | Grant in lieu of quarterly cash | Form 4 filed; beneficial ownership updated post-grant . |
| Sep 16, 2025 | 1,898 | $13.17 | Grant in lieu of quarterly cash | Form 4 reported additional quarterly stock retainer . |
Say-on-Pay & Shareholder Feedback (Company context)
| Item | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| 2024 Advisory Vote on Executive Compensation | 26,814,180 | 1,718,627 | 443,107 | 1,665,013 . |
Approval indicates generally supportive shareholder sentiment toward pay programs overseen by the board’s compensation committee (Langenstein is not a member) .
Governance Assessment
- Independence and committee fit: Independent status confirmed; assignments to Governance & Nominating and Technology & Digital Commerce align with her strengths in governance, talent oversight, and omnichannel/digital strategy; committees are fully independent .
- Engagement: Met attendance threshold; board and committee meeting cadence suggests active governance involvement (Gov/Nom: 2; Tech/Digital: 3) .
- Ownership alignment: Opted to take retainer in stock; building stake via quarterly stock grants; director ownership guidelines (5x retainer) and anti-hedging/pledging policies strengthen alignment; no pledged shares reported .
- Compensation structure: No 2024 equity grant due to November start, but standard program delivers $160k service-vested equity annually; no director performance-linked metrics—equity serves as alignment rather than incentive risk .
- Conflicts and related-party exposure: Company reports no related party transactions in 2024; no committee interlocks or insider participation concerns disclosed for compensation committee; Upbound board role not a direct Caleres counterparty/conflict per proxy .
RED FLAGS: None disclosed—no related-party transactions, no hedging/pledging, and attendance thresholds met .