Wenda Harris Millard
CALERESAbout Wenda Harris Millard
Independent director of Caleres (CAL) since 2017; age 70. A digital marketing and media veteran, Millard served as Vice Chairman of MediaLink (2009–2023), co-CEO/President of Martha Stewart Living Omnimedia, Chief Sales Officer at Yahoo!, Chief Internet Officer at Ziff Davis, and EVP at DoubleClick, with prior senior publishing roles at Family Circle and Adweek/Mediaweek/Brandweek . She currently chairs Caleres’ Culture, Compensation & People Committee and serves on the Executive Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MediaLink | Vice Chairman | 2009–2023 | Advised brands on marketing/tech; strategic counsel |
| Martha Stewart Living Omnimedia | Co-CEO & President | 2007–2009 | Oversaw media businesses, cross‑platform marketing programs |
| Yahoo! | Chief Sales Officer | 2001–2007 | Pioneered brand advertising on the internet |
| Ziff Davis | Chief Internet Officer | 2000–2001 | Led internet strategy |
| DoubleClick | Executive Vice President | 1996–2000 | Founding exec team; digital ad scaling |
| Family Circle; Adweek/Mediaweek/Brandweek | SVP & Publisher; EVP & Group Publisher | Prior to 1996 | Senior publishing leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Charleston Literary Festival | Board member | Current | Non-profit board service |
| Wings for Kids | Board member | Current | Non-profit board service |
| Several start-up technology companies | Board member/advisor | Current | Private/start-up boards |
| Other public company boards | — | — | None |
Board Governance
- Independence: Board determined Millard is independent under NYSE standards .
- Committees: Chair, Culture, Compensation & People (CCP); Member, Executive Committee .
- Attendance: All directors attended the annual meeting and at least 75% of board/committee meetings in fiscal 2024 .
- Board leadership: Lead Independent Director is Ward M. Klein; independent directors meet in executive session regularly .
- Related-party transactions: None requiring disclosure in 2024 (no material transactions with directors or related parties) .
| Committee | Role | Meetings in FY2024 | Key Oversight |
|---|---|---|---|
| Culture, Compensation & People | Chair | 4 | Executive pay design, incentive plans, succession/talent review; engaged Meridian as independent consultant (no conflicts) |
| Executive Committee | Member | 0 | Acts between board meetings on matters delegated by board |
Fixed Compensation
- 2024 Director pay program: $100,000 annual retainer; $25,000 CCP chair retainer; annual equity grant targeted at $160,000; optional deferral plan and ability to take retainers in stock; reimbursement of customary expenses; 30% store discount .
- Ownership guidelines: Directors must hold at least 5x annual cash retainer; all directors complied as of end of 2024 .
| Component | FY2023 | FY2024 |
|---|---|---|
| Annual cash retainer | $90,000 (prorated to $100,000 after May 25, 2023) | $100,000 |
| CCP Chair cash retainer | $25,000 | $25,000 |
| Equity grant target (RS/RSUs) | $150,000 | $160,000 |
| Individual Director Compensation (Millard) | FY2023 | FY2024 |
|---|---|---|
| Cash fees | $121,813 | $125,000 |
| Stock awards (grant-date fair value) | $150,001 | $160,013 |
| Total | $271,814 | $285,013 |
Performance Compensation
- Caleres does not use performance-based metrics for director equity; annual grants are time-based restricted stock or RSUs vesting at the next annual meeting (with dividend equivalents for RSUs) .
| Grant Detail (Millard) | FY2023 Grant | FY2024 Grant |
|---|---|---|
| Grant date | June 5, 2023 | June 3, 2024 |
| Instrument | 7,756 RSUs (unvested at FY2023 year-end) | 4,564 RSUs (unvested at FY2024 year-end) |
| Pricing basis | Avg high/low $19.34 → $150,001 fair value | Avg high/low $35.06 → $160,013 fair value |
| Vesting | At next annual meeting | At next annual meeting |
Other Directorships & Interlocks
| Category | Current |
|---|---|
| Public company boards | None |
| Committee interlocks (CCP) | None; no insider participation; no relationships requiring Item 404(a) disclosure |
Expertise & Qualifications
- Digital marketing, media sales, and internet advertising pioneer (Yahoo!, DoubleClick) .
- Cross-platform brand building and strategic execution experience (MediaLink, Martha Stewart Living Omnimedia) .
- Governance relevance: Consumer/technology insights applied to CCP oversight and broader strategic guidance .
Equity Ownership
- Ownership guidelines: 5x retainer; Millard met the requirement as of end of 2024 .
- Hedging/pledging: Prohibited for directors; company not aware of any pledged shares by individuals .
| Ownership Measure (Millard) | As of Mar 28, 2024 | As of Mar 27, 2025 |
|---|---|---|
| Beneficial shares | 29,027 | 34,377 |
| Director share units (PSUs/RSUs) | 18,122 | 17,503 |
| Unvested RSUs at FY year-end | 7,756 (Feb 3, 2024) | 4,564 (Feb 1, 2025) |
Governance Assessment
- Strengths: Independent status; high engagement (board/committee attendance ≥75%); CCP chaired by an experienced marketing/technology leader; use of independent compensation consultant (Meridian) with conflict review; robust anti‑hedging/pledging policy; no related‑party transactions disclosed for 2024; strong say‑on‑pay support (~94% in 2024) suggesting investor confidence in CCP oversight .
- Alignment: Director pay mix balanced between cash retainers (including chair fee) and annual equity; compliance with director ownership guidelines underscores “skin‑in‑the‑game” .
- Watch items: None flagged—no interlocks, no Section 404 related‑party items, no pledging; Executive Committee met 0 times in FY2024 (neutral for board effectiveness; reflects delegation scope) .
Additional context for CCP oversight: Meridian peer benchmarking used; 2025 peer group median size: sales $3.135B, market cap $2.838B, employees 11,900; CCP reviews risk of compensation programs and maintains clawbacks and ownership guidelines .