Ward M. Klein
CALERESAbout Ward M. Klein
Ward M. Klein (age 69) is an independent director of Caleres (CAL) serving since 2007; he currently acts as Lead Independent Director and chairs the Governance & Nominating Committee, and the board intends to elect him as Chair of the Board following the May 22, 2025 annual meeting . He was Executive Chairman of Edgewell Personal Care (2015–2016) and CEO of Energizer Holdings (2005–2015), with prior senior roles across international operations; he holds a master’s degree in management from Northwestern’s Kellogg School with concentrations in marketing, finance, and accounting . All directors, including Mr. Klein, attended at least 75% of applicable meetings and the annual meeting in fiscal 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Edgewell Personal Care (formerly Energizer Personal Care) | Executive Chairman | Jul 2015 – Jul 2016 | Executive leadership during post-separation period |
| Energizer Holdings, Inc. | Chief Executive Officer | 2005 – 2015 | Led global consumer products company; prior President & COO (2004–2005), President, International (2002–2004) |
| Energizer Holdings, Inc. | Joined company | 1986 | Progressively senior operating and finance roles |
| Amerus Insurance Company | Director | 2004 – 2006 | Board oversight experience in insurance |
| St. Louis Civic Progress | President; Chairman | President 2011–2013; Chairman 2013–2015 | Regional civic leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Missouri Botanical Garden | Vice Chairman of the Board | Current | Non-profit governance |
| BJC Healthcare | Past Chairman; current Director | Current/Former | One of the largest U.S. non-profit healthcare providers |
| Federal Reserve Bank of St. Louis | Director; Chair of the Board | 2008–2013 (Chair 2012–2013) | Regional central bank governance |
| Other Public Company Boards | None | — | No current public company directorships |
Board Governance
- Independence status: The board has determined Mr. Klein is independent under NYSE standards .
- Lead Independent Director: Presides at executive sessions of non-management directors and provides input on agendas/materials .
- Chair transition: The board intends to separate CEO and Chair roles and elect Mr. Klein as Chair after the 2025 annual meeting; the board does not intend to appoint a lead independent director thereafter .
| Committee | Role | 2024 Meetings | Attendance |
|---|---|---|---|
| Executive | Member | 0 | ≥75% for all directors; attended annual meeting |
| Governance & Nominating | Chair | 2 | ≥75% for all directors; attended annual meeting |
- Governance & Nominating responsibilities include director criteria and nominations, non-employee director compensation recommendations, executive management evaluation, and board effectiveness reviews .
Fixed Compensation (Non-Employee Director – FY2024)
| Component | Amount | Detail |
|---|---|---|
| Board annual retainer (cash) | $100,000 | Paid quarterly in arrears |
| Lead Independent Director retainer (cash) | $40,000 | Annual, paid quarterly |
| Governance & Nominating Chair retainer (cash) | $20,000 | Annual, paid quarterly |
| Total cash retainer (FY2024) | $160,000 | Per director compensation table |
| Equity award (grant-date fair value) | $160,013 | Choice of 4,564 RS or 4,564 RSUs; granted June 3, 2024 at $35.06 avg price |
| Total FY2024 director compensation | $320,013 | Cash + equity; no other comp |
| Equity vesting | Service-based to next annual meeting; RS earn cash dividends; RSUs accrue dividend equivalents and pay out at termination or elected date (≥2 years) |
- Directors may defer retainers into PSUs; directors can elect shares in lieu of cash retainers under the 2022 Plan .
Performance Compensation
| Item | Status | Notes |
|---|---|---|
| Annual incentive awards | Not applicable | Non-employee directors do not receive annual incentive plan awards |
| Long-term performance awards | Not applicable | Directors do not receive employee long-term performance awards; equity is time-vested only |
| Clawbacks | Not specified for director awards | Clawbacks disclosed for executive plans; director equity described as service-based |
Other Directorships & Interlocks
- Current public company boards: None .
- Prior public company board: Amerus Insurance Company (2004–2006) .
- Compensation Committee interlocks/insider participation: None disclosed for 2024 .
Expertise & Qualifications
- Senior operating executive experience in global consumer products (CEO of Energizer; Executive Chairman of Edgewell) supporting oversight of strategy, finance, and international operations .
- Advanced management education (Kellogg, Northwestern) with concentrations in marketing, finance, accounting, aligning with board oversight of governance and capital allocation .
- Significant external governance roles (BJC Healthcare, Missouri Botanical Garden, Federal Reserve Bank of St. Louis) indicating broad stakeholder management and regulatory familiarity .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 84,975 | As of March 27, 2025 record date |
| Director share units (PSUs/RSUs) | 45,063 | Units mirror stock value; no voting rights |
| % of shares outstanding | <1% | “*” denotes less than 1% per table |
| Unvested restricted stock (FY2024 grant) | 4,564 | Unvested at FY-end; vests at next annual meeting |
| Stock ownership guideline | 5× annual cash retainer | Applies to non-employee directors |
| Guideline compliance | Met | All directors subject to guidelines met them at end of 2024 |
| Hedging/pledging | Prohibited | Anti-hedging and anti-pledging policies for directors/officers |
| Shares pledged | None known | Company is not aware of any pledged shares; policy prohibits pledging |
Governance Assessment
- Board effectiveness and leadership: Independent status, current Lead Independent Director role, and planned election as Chair reinforce independent oversight; executive sessions are regularly held and led by Mr. Klein as Lead Independent Director .
- Committee influence: As Governance & Nominating Chair, Mr. Klein oversees director selection, non-employee director pay, executive evaluation, and board effectiveness—central to governance quality .
- Attendance and engagement: All directors attended ≥75% of board and relevant committee meetings and the annual meeting in FY2024, supporting engagement expectations .
- Alignment and incentives: Director compensation includes a meaningful equity grant ($160,013) alongside cash retainers, with ownership guidelines at 5× cash retainer and confirmed compliance—positive for alignment .
- Conflicts and related parties: No material related-party transactions in 2024; no compensation committee interlocks or insider participation—low conflict risk .
- Shareholder sentiment: Say-on-Pay received 94% approval in 2024, indicating broad shareholder support for compensation governance at Caleres .
- Red flags and watch items: The board does not intend to appoint a Lead Independent Director once Mr. Klein becomes Chair; while Chair remains separate from CEO, monitor robustness of independent director coordination and executive session leadership post-transition . The Executive Committee met 0 times in 2024, suggesting limited use—ensure committee structures remain purposeful .
- Policy safeguards: Anti-hedging/pledging policies, director stock ownership guidelines, and clear independence determinations strengthen investor confidence .