Steven W. Korn
CALERESAbout Steven W. Korn
Independent director of Caleres (CAL); age 71; director since 2004. Background spans law and senior operating roles in global media: President & CEO of Radio Free Europe/Radio Liberty (2011–2013), Publisher of the Daily Report (2005–2008), and Vice Chairman & COO of CNN (1996–2000) following service as VP, General Counsel & Secretary at Turner Broadcasting; also practiced as a civil litigator in media/entertainment/telecom. Current Caleres committee assignments: Audit; Governance & Nominating. Other current public board: Upbound Group (2024–present). Independent status affirmed by the Board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Radio Free Europe/Radio Liberty | President & CEO | Jun 2011–Jan 2013 | Senior leadership of international media operations |
| Daily Report (Atlanta legal newspaper) | Publisher | Sep 2005–Feb 2008 | Restructured to increase efficiencies and profitability |
| CNN | Vice Chairman & COO | 1996–2000 | Senior executive operations at global media company |
| Turner Broadcasting System | VP, General Counsel & Secretary | Prior to 1996 | Legal leadership; M&A and litigation expertise |
| Private practice | Attorney (civil litigation: media/entertainment/telecom) | — | Litigation expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Upbound Group | Director | 2024–Present | Public company directorship; committees not disclosed in CAL proxy |
Board Governance
- Committee memberships: Audit (member); Governance & Nominating (member). Audit met 5 times in FY2024; Governance & Nominating met 2 times; Board met 6 times. All directors attended the 2024 annual meeting and at least 75% of board and committee meetings on which they served.
- Independence: Board confirms Korn is independent; the Audit and Governance & Nominating Committees are comprised solely of independent directors under NYSE standards.
- Engagement practices: Independent directors meet regularly in executive session; Board conducts annual self-evaluations; declassified board (annual elections). Age policy: no director appointed if 72+ or nominated beyond the annual meeting following the year they turn 72, except limited circumstances.
- Related-party/Section 16: No related-party transactions requiring disclosure in 2024; Section 16 filings for directors were timely.
Fixed Compensation
| Component (FY2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Paid quarterly in arrears; non-employee director guideline base |
| Lead Independent Director retainer | — | Not applicable to Korn; LID retainer is $40,000 |
| Committee Chair fees | — | Not applicable (not a chair); Audit Chair $30,000; CCP Chair $25,000; Gov/Nom Chair $20,000; Tech & Digital Chair $20,000 |
| Meeting fees | — | Not disclosed/applicable |
| Other compensation | — | None for Korn; directors may receive 30% retail discount and eligible matching gifts up to $20,000 |
| Total cash paid | $100,000 | As reported in Non-Employee Director Compensation Table |
Performance Compensation
| Award | Shares/Units | Grant Date | Grant-Date Fair Value | Vesting | Dividends/Payout |
|---|---|---|---|---|---|
| Annual equity award (RSUs or restricted stock) | 4,564 RSUs (Korn; unvested at FY-end) | Jun 3, 2024 | $160,013 | Service vesting to next annual meeting of shareholders | RSUs earn dividend-equivalent units; payable in cash or stock on termination (or ≥2 years post-grant if earlier election) |
- Design intent: Target equity value $160,000; director may elect RSUs or restricted stock; awards approved May 23, 2024. Korn held 4,564 unvested RSUs at Feb 1, 2025.
- Pay mix signal: For FY2024, Korn’s mix was ~38% cash ($100k) vs ~62% equity ($160k), aligning director interests with shareholders via time-based equity while avoiding cash-heavy compensation.
Other Directorships & Interlocks
| Company | Sector | Role | Interlocks/Conflicts |
|---|---|---|---|
| Upbound Group | Consumer finance | Director (2024–Present) | No CAL compensation committee interlocks disclosed for 2024; no Item 404(a) relationships for CCP members |
- Culture, Compensation & People Committee Interlocks: None; no officer/employee relationships requiring Item 404(a) disclosure; no reciprocal board/comp committee relationships involving CAL executives.
Expertise & Qualifications
- Well-rounded executive and legal background spanning litigation, M&A, and senior operations at international media companies; led restructuring with profitability focus at a newspaper.
- Prior committee chair roles across finance, budget, investment and compensation activities on various boards, indicating experience with oversight of financial and human capital matters.
Equity Ownership
| Ownership Metric | Amount | Notes |
|---|---|---|
| Common shares owned | 18,498 | Voting/dividend rights subject to any restrictions noted |
| Director share units (PSUs/RSUs) | 124,691 | Units mirror stock value; no voting rights |
| Unvested RSUs (FY-end) | 4,564 | 2024 grant; service vests at next annual meeting |
| % of shares outstanding | <1% | As disclosed; “*” indicates less than 1% |
| Stock ownership guideline | ≥5x annual cash retainer; compliance achieved by all required directors as of end of 2024 | Korn’s retainer baseline $100,000 → guideline ≥$500,000 |
| Hedging/pledging | Prohibited by insider trading policy; company not aware of any shares pledged by individuals | Alignment positive; risk-mitigating policy |
Governance Assessment
- Strengths: Independent director with deep operational and legal expertise; active on Audit and Governance & Nominating committees which are fully independent, supporting robust financial oversight and board effectiveness; attendance commitment met (≥75%) and annual meeting attendance. Equity-heavy director compensation and ownership guideline compliance bolster alignment.
- Potential Watch Items: Long tenure (director since 2004) can raise entrenchment concerns; however, the Board maintains annual elections and executive-session practices, and average tenure is balanced. Age policy caps appointments at 72 except limited circumstances; Korn at 71 suggests near-term refresh considerations or explicit Board rationale if extended.
- Conflicts/Red Flags: None disclosed—no related-party transactions in 2024; Section 16 reporting timely; hedging/pledging prohibited and none known. No compensation committee interlocks. Overall, signals are supportive of investor confidence.