Thomas C. Burke
CALERESAbout Thomas C. Burke
Senior Vice President, General Counsel and Secretary of Caleres (CAL). He has served as a corporate officer since at least 2016 (then Vice President, General Counsel and Secretary) and by 2022 held the Senior Vice President, General Counsel and Secretary title, continuing through 2025 . As Corporate Secretary, he is the signatory on numerous SEC filings and current reports, and is covered under the company’s directors’ and officers’ liability insurance program . Company performance context during his recent tenure: 2023 adjusted diluted EPS was $4.18 on $2,817.3M net sales, while 2024 adjusted diluted EPS was $3.30 on $2,722.7M net sales, with the enterprise using adjusted operating earnings and adjusted EPS as key performance measures in incentive plans .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Caleres, Inc. | Vice President, General Counsel and Secretary | 2016–2020 | Corporate legal leadership; signatory on 8‑Ks, M&A documentation (e.g., Allen Edmonds acquisition) |
| Caleres, Inc. | Senior Vice President, General Counsel and Secretary | 2022–Present | Chief legal officer responsibilities; Corporate Secretary and authorized signatory on SEC filings and 8‑Ks |
External Roles
No outside directorships or external roles are disclosed in Caleres’ proxy statements and current reports for 2024–2025 .
Fixed Compensation
Not disclosed for Mr. Burke (he is not a Named Executive Officer in the proxy). Company-wide compensation philosophy targets competitive base pay set against a retail/footwear peer group benchmarked by Meridian Compensation Partners .
Performance Compensation
While Mr. Burke’s individual incentive targets are not disclosed, Caleres’ executive incentive design (applicable to NEOs) shows the company’s performance-pay alignment and metrics:
- Annual Incentive (2024 consolidated plan): Primary metric = Adjusted Operating Earnings; Net Sales serves as accelerator/decelerator; 2024 actual performance resulted in a 0% payout at the consolidated level .
- Long-Term Incentive (2024–2026 LTIP): Primary metric = Adjusted EPS (per-year “banked” results); ROIC acts as a +/-10% modifier; each of 4 measurement tranches (3 annual financial + 1 cumulative strategic initiatives) weighted 25%; payout range 30%–200% of target; clawback and negative discretion apply .
2024 Consolidated Annual Incentive – Metrics and Outcome
| Metric | Minimum | Target | Maximum | 2024 Actual | Payout |
|---|---|---|---|---|---|
| Adjusted Operating Earnings ($M) | 191.0 | 204.6 | 230.5 | 157.0 | 0% |
| Net Sales ($B) (accelerator/decelerator) | 2.726 | 2.869 | 3.013 | 2.723 | 0% |
LTIP Structure (2024–2026)
- Metrics and weights: Adjusted EPS (annual) 25% x 3 years; cumulative strategic initiatives 25%; ROIC modifier ±10% (cap 200%) .
- Example historical payout: 2022 plan (2022–2024) banked to a total 110% (2022 200%, 2023 114%, 2024 26%, cumulative initiatives 100%) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Initial beneficial ownership (on joining Section 16) | Form 3 (event 5/27/2020): 27,022 common stock (direct) and 6,983 shares via 401(k) plan (indirect) |
| Hedging/pledging policy | Prohibits hedging and pledging by directors and executive officers |
| Ownership guidelines | NEO guidelines disclosed (CEO 6x; CFO 3x; select division heads 2–3x). “Certain executives” subject to guidelines, but General Counsel is not enumerated in the table; no shortfall disclosed for covered roles |
| Typical vesting (executive RS) | Restricted stock generally vests 50% after 2 years and 50% after 3 years; no option repricing; equity grant timing governed by “open window” policy |
Note: We found no Form 4 transactions for Mr. Burke in the reviewed documents; Section 16 reporting for executive officers was timely in 2024 per the proxy (no delinquent filings disclosed for executives) .
Employment Terms
- Severance/Change-in-Control: Caleres discloses “double-trigger” change-in-control severance provisions for NEOs, with up to 2x salary+target bonus for terminations not related to a change in control and up to 3x under qualifying terminations following a change in control; accelerated equity and continued benefits apply by agreement. The 2017 and 2022 equity plans contain “single-trigger” vesting upon a change in control (restricted stock and options vest; incentive awards pay at target, prorated) . Mr. Burke’s specific severance terms are not disclosed in the proxy.
- Non-compete: NEO severance agreements include up to a two‑year non‑compete; applies as a condition of benefits .
- D&O insurance: Officers (including the General Counsel) are covered by D&O insurance; FY25 policy premium $884,372 through Oct 31, 2025 .
Performance & Track Record
Company performance context (Investor-grade yardsticks during Burke’s tenure as chief legal officer):
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Net Sales ($M) | 2,817.3 | 2,722.7 |
| Adjusted Diluted EPS ($) | 4.18 | 3.30 |
| Governance outcomes (Say-on-Pay) | 91% support in 2023 | 94% support in 2024 |
| Related party transactions | None requiring disclosure in 2023 or 2024 |
Illustrative legal/M&A involvement: In 2016, Caleres announced acquisition of Allen Edmonds; Burke executed related SEC filings as Vice President, General Counsel and Secretary, indicating leadership involvement in M&A execution and disclosure .
Compensation Committee Analysis (context)
- Committee and consultant: The Culture, Compensation and People Committee oversees executive pay; Meridian Compensation Partners serves as independent consultant; no conflicts identified .
- Design and metrics: Strong pay-at-risk mix; caps at 200% for bonus/LTIP; clawback and negative discretion policies; risk review concluded plans are not reasonably likely to have a material adverse effect .
Say‑on‑Pay & Shareholder Feedback
- Support for executive compensation: 94% of votes cast “FOR” in 2024, reflecting broad shareholder alignment with program design and outcomes .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited for directors and executive officers .
- Related-party transactions: None requiring disclosure in 2024; same in 2023 .
- Section 16 compliance: Executive officers and directors timely in 2024 per proxy .
- Option repricing: Prohibited under the company’s incentive plan .
Investment Implications
- Alignment and retention: Legal leadership continuity is strong (officer since at least 2016). Company-wide anti‑hedging/pledging and robust clawback provisions support alignment. However, 2024’s 0% annual bonus payout at the consolidated level underscores a high-performance bar that can pressure cash compensation in down years—potentially elevating retention risk across executives who rely on annual incentive cash .
- Incentive structure: LTIP based on Adjusted EPS with ROIC modifier and cumulative strategic initiatives continues to reinforce profitability and capital discipline through cycles; prior LTIP (2022 plan) paid 110% overall, evidencing balanced accountability over a multi‑year horizon .
- Disclosure limits: As Mr. Burke is not an NEO, granular salary/bonus/award details are not disclosed; investors should monitor future Form 4 filings and any 8‑K Item 5.02 disclosures for changes in his role or bespoke retention arrangements .
Sources: Caleres 2025 and 2024 DEF 14A; multiple Caleres 8‑Ks and Form 3. Specific citations embedded above.