Andrea Guthrie
About Andrea R. Guthrie
Andrea R. Guthrie is an independent director of Shoe Carnival, Inc. (SCVL), serving on the Board since 2015. She is age 53. Her background spans strategy and operations in retail and consumer, including roles as Chief Strategy Officer at Kiln Holdings, Inc. (since Oct 2021), co-founder/leader of Gyde Travel, LLC (2015–Jul 2023), SVP Strategic New Businesses at Claire’s Stores, Inc. (2009–2014), Principal at The Boston Consulting Group (2002–2009), and earlier merchandising roles at A|X Armani Exchange and Saks Fifth Avenue (1993–1999) . She serves as Chair of the Nominating & Corporate Governance Committee and as a member of the Compensation and Audit Committees; the Board class slate nominates her for a term expiring at the 2028 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kiln Holdings, Inc. | Chief Strategy Officer | Oct 2021–present | Strategy leadership in flexible office/lifestyle spaces |
| Gyde Travel, LLC | Co-founder/Leader | 2015–Jul 2023 | Led online travel technology business |
| Claire’s Stores, Inc. | SVP, Strategic New Businesses | Aug 2009–Jan 2014 | Growth initiatives in specialty retail |
| The Boston Consulting Group | Principal | Jan 2002–Aug 2009 | Led retail/consumer strategy & operations projects |
| A | X Armani Exchange | Merchandising roles | 1993–1999 |
| Saks Fifth Avenue | Merchandising roles | 1993–1999 | Merchandising experience |
External Roles
| Organization | Role | Type | Tenure/Notes |
|---|---|---|---|
| Kiln Holdings, Inc. | Chief Strategy Officer | Private company | Oct 2021–present |
| Gyde Travel, LLC | Co-founder/Leader | Private company | 2015–Jul 2023 |
| Public company boards (other than SCVL) | — | — | None disclosed in the proxy |
Board Governance
- Independence: The Board determined Ms. Guthrie is an “independent director” under Nasdaq listing rules; independent directors are Aschleman, Guthrie, Randolph, and Tomm .
- Committee assignments and chair roles (Fiscal 2024 structure):
- Nominating & Corporate Governance Committee: Chair; met 4 times in Fiscal 2024 .
- Compensation Committee: Member; met 8 times in Fiscal 2024 .
- Audit Committee: Member; met 8 times in Fiscal 2024 .
- Attendance and engagement: All directors attended the 2024 annual shareholder meeting; the Board held 7 meetings in Fiscal 2024; each director attended at least 75% of combined Board and applicable committee meetings .
- Board leadership: Roles of Chair and CEO are separated; Charles B. Tomm serves as Lead Independent Director and presides over executive sessions .
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual Cash Retainer (non-employee directors) | $70,000 in 2024; increased to $80,000 beginning Jan 1, 2025 | Paid quarterly in arrears; no meeting fees |
| Committee Chair Cash Retainers | Audit $15,000; Compensation $10,000; Nominating $7,500 | Annual |
| Committee Member Cash Retainers (including Chairs) | Audit $10,000; Compensation $7,500; Nominating $5,000 | Annual |
| Lead Independent Director Retainer | $15,000 | — |
| Director Equity (2024) | Restricted shares valued at ~$80,000 at grant; 2,172 shares granted on Jun 25, 2024; grant-date fair value $80,016; vested Jan 2, 2025 | As of Feb 1, 2025, no unvested shares held |
| Director Equity (from 2025) | Restricted shares valued at ~$100,000 at grant; generally granted on annual meeting date; restrictions lapse Jan 2 following the grant year | — |
| Non-Employee Director Compensation (Fiscal year ended Feb 1, 2025) | Fees Earned/Paid in Cash | Stock Awards (ASC 718) | All Other Compensation | Total |
|---|---|---|---|---|
| Andrea R. Guthrie | $100,000 | $80,016 | $586 | $180,602 |
Notes: Stock award values reflect aggregate grant-date fair value under ASC 718; assumptions in 10-K Note 14; “All Other” represents cash dividends on unvested restricted stock .
Performance Compensation
| Item | Disclosure |
|---|---|
| Performance-based metrics for director pay | None disclosed; non-employee directors receive time-based restricted stock (restrictions lapse on Jan 2 following the grant year) and cash retainers |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards (other than SCVL) | None disclosed for Ms. Guthrie |
| Prior public company boards (last five years) | None disclosed for Ms. Guthrie |
| Committee interlocks | Compensation Committee disclosed no interlocking relationships for its members during Fiscal 2024 |
Expertise & Qualifications
- Strategic planning; e-commerce; consumer insights & market research; loyalty/CRM; competitive analysis; financial modeling & analytics; market analysis; M&A experience .
- Retail and consumer sector operating and advisory experience across Claire’s, BCG, and merchandising roles at A|X Armani Exchange and Saks Fifth Avenue .
Equity Ownership
| Item | Value |
|---|---|
| Shares beneficially owned (as of Apr 10, 2025) | 21,576 shares; less than 1% of class (based on 27,331,512 shares outstanding) |
| Director ownership guidelines | Required to own shares valued at 5× annual Board cash retainer |
| Compliance with guidelines | Ms. Guthrie met the ownership requirement as of the Feb 1, 2025 valuation date reviewed in March 2025 |
| Hedging/pledging | Directors and executive officers are prohibited from pledging Company securities and from hedging or short sales of Company stock |
| Unvested restricted stock outstanding (as of Feb 1, 2025) | None; 2024 grant vested Jan 2, 2025 |
Related Party Transactions and Conflicts
| Item | Disclosure |
|---|---|
| Related person transactions (Fiscal 2024) | None; no transactions over $120,000 where a related person had a material interest; none proposed |
| Review/approval process | Audit Committee must review and approve all related person transactions; Code of Ethics restricts conflict transactions absent approval |
Compensation Committee Practices (Oversight Signals)
| Item | Disclosure |
|---|---|
| Committee composition | Four independent non-employee directors (Aschleman—Chair, Guthrie, Randolph, Tomm) |
| Independent consultants | Pearl Meyer (independent; no conflicts) advised in FY22–FY23; Meridian engaged in 4Q FY24 for FY25 program design (independent; no conflicts) |
| Risk oversight | Committee reviewed compensation-related risk in Mar 2025; noted balanced mix, caps, and discretion to reduce awards |
Governance Assessment
- Positives: Independent director with retail/consumer strategy expertise; chairs Nominating (governance oversight); sits on Audit and Compensation—demonstrating broad oversight engagement . She met stringent 5× retainer ownership guidelines, aligning interests with shareholders , and had at least 75% meeting attendance with full annual meeting attendance . Anti-hedging/pledging policy reduces alignment risks . No related-party transactions disclosed, and no compensation committee interlocks—both supportive of independence .
- Watch items: Heavy committee load (three key committees) can concentrate influence and time demands; monitor continued attendance/engagement as responsibilities evolve . Board refreshment continues (three transitions in past five years), which Nominating Committee (chaired by Guthrie) oversees; effectiveness should be tracked through skill-matrix disclosures and succession outcomes .