Clifton Sifford
About Clifton E. Sifford
Clifton E. Sifford is Vice Chairman of the Board at Shoe Carnival (SCVL), age 71, and has served as a director since 2012; he previously served as CEO (2012–2021) and held senior merchandising roles since 1997 . FY2024 company performance metrics relevant to incentive design: Net Sales $1,202.9M, Operating Income $91.2M, Net Income $73.8M, and Diluted EPS $2.68 . SCVL’s pay design is tied to Operating Income (annual cash EICP) and Diluted EPS (PSUs), with a clawback policy covering restatements and fraud/intentional misconduct .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Shoe Carnival | Vice Chairman of the Board | Oct 2021–present | Board leadership; deep retail merchandising expertise and brand development |
| Shoe Carnival | Vice Chairman & Chief Executive Officer | Sep 2019–Sep 2021 | Executive leadership continuity during transition |
| Shoe Carnival | President & Chief Executive Officer | Oct 2012–Sep 2019 | Led merchandising and brand initiatives; customer behavior focus |
| Shoe Carnival | Chief Merchandising Officer | Oct 2012–Mar 2016 | Merchandise procurement, proprietary brand development |
| Shoe Carnival | EVP – General Merchandise Manager | Jun 2001–Oct 2012 | Senior merchandising strategy |
| Shoe Carnival | SVP – General Merchandise Manager | Apr 1997–Jun 2001 | Merchandising leadership |
External Roles
No external public-company directorships or committee roles disclosed; skip if not disclosed .
Fixed Compensation
Multi-year summary (fiscal years end closest to Jan 31):
| Metric | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Salary ($) | 185,484 | 185,484 | 185,484 |
| Bonus ($) | – | – | – |
| Stock Awards ($) | 150,002 | 150,015 | 150,012 |
| Non-Equity Incentive Plan Comp ($) | – | – | – |
| All Other Compensation ($) | 8,871 | 25,899 | 2,452 |
| Total ($) | 344,357 | 361,398 | 337,948 |
Key contract terms driving fixed pay:
- Letter Agreement (Sept 30, 2021) sets annual compensation at $300,000, paid $150,000 cash and $150,000 equity, plus a $2,957 monthly stipend . The salary line above reflects the $150,000 cash portion plus the stipend as disclosed .
- No excise tax gross-ups; company uses “pure cutback” on change-in-control payments in executive agreements (general policy; Sifford’s letter has no CIC/severance) .
Performance Compensation
Sifford does not participate in the EICP or PSUs as an operating executive; his equity is delivered as restricted stock under the 2017 Equity Plan per his Letter Agreement .
- EICP/PSU framework (context): Company EICP uses Operating Income thresholds/caps; PSUs use Diluted EPS with 25%–175% payout band; clawback applies to restatements and fraud/intentional misconduct .
Award detail for FY2024:
| Award Type | Grant Date | Shares/Units | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Restricted Stock | Jun 25, 2024 | 4,072 | 150,012 | Restrictions lapsed Jan 2, 2025; dividends paid upon vest |
Vesting realized in FY2024:
| Metric | Shares Vested | Value Realized ($) |
|---|---|---|
| Stock Awards | 5,324 | 177,440 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 294,602 shares (1.1% of class; 27,331,512 shares outstanding as of Apr 10, 2025) |
| Ownership guideline | Vice Chairman required to own 3x base salary; Sifford met the requirement as of Feb 1, 2025 |
| Hedging/pledging | Prohibited for directors/executives (margin accounts, pledging, hedging/shorts not allowed) |
| Vested vs unvested | FY2024 director award restrictions lapsed Jan 2, 2025; no ongoing unvested director restricted stock at year-end |
| Deferred comp | Not eligible for nonqualified deferred compensation plan |
Insider selling pressure indicators:
- Annual director restricted stock grants typically vest on Jan 2 following the annual meeting grant, creating a potential liquidity window each January for award settlements/dividend equivalents .
Employment Terms
- At-will employment as Executive Vice Chairman under Letter Agreement dated Sept 30, 2021 .
- Compensation: $300,000 annually (split $150,000 cash/$150,000 equity), plus $2,957 monthly stipend; equity granted on date of annual shareholders’ meeting .
- Post-termination economics: Letter Agreement provides no severance and no change-in-control payments; contains non-compete, non-solicit, non-disparagement, and confidentiality provisions with a 12-month non-compete post-termination .
- Clawback policy: Company-wide incentive compensation recovery applies to officers (including Sifford) for material restatements and for fraud/intentional misconduct causing significant harm .
- Hedging/pledging prohibitions as governance overlay .
Board Governance
- Board service: Director since 2012; Vice Chairman since Oct 2021; nominee for a term expiring at the 2028 annual meeting .
- Committee roles: No standing committee memberships disclosed for Sifford; Audit (Chair Tomm), Compensation (Chair Aschleman), and Nominating (Chair Guthrie) committees comprised of independent directors .
- Independence: Board majority independent (Aschleman, Guthrie, Randolph, Tomm); Lead Independent Director is Tomm; Sifford is an employee director and not independent .
- Board meetings/attendance: Board held seven meetings in FY2024; each director attended at least 75% of Board/committee meetings .
- Board leadership: Roles of Chairman (Weaver) and CEO are separated to enhance independence and oversight .
Director compensation context (non-employee directors):
- Cash retainer $80,000 effective Jan 1, 2025 (previously $70,000); committee chair/member retainers; Lead Independent Director retainer $15,000; restricted shares ~$100,000 value in 2025 (2024 grant ~$80,000; vested Jan 2, 2025) .
- Employee directors (including Sifford and Worden) receive compensation as executives; Sifford’s FY2024 compensation is reflected in the executive Summary Compensation Table .
Performance Compensation (Company context for alignment)
| Metric | Weighting/Use | Target | Actual | Payout Mechanism |
|---|---|---|---|---|
| Operating Income (EICP) | Annual cash bonus metric | $92.020M (≈98% of FY2023) | $91.152M | Payout bands at 95%/100%/115% of target; FY2024 achieved 99.1% with calibrated payouts for participating executives |
| Diluted EPS (PSUs) | Long-term PSUs performance measure | $2.60 (≈97% of FY2023) | $2.68 | FY2024 PSU payout 115.4% of target; cliff vest Mar 31, 2027 |
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑pay approval ≈99% at both 2023 and 2024 annual meetings; program viewed as aligned; annual say‑on‑pay frequency maintained until 2029 vote .
Compensation Peer Group (program context)
- FY2024 peer group focused on similarly sized retailers with footwear emphasis; median revenue ~$1.7B, median market cap ~$1.1B; consultant Pearl Meyer advised in FY2022–FY2023; Meridian engaged for FY2025 program design .
Risk Indicators & Red Flags
- No related‑party transactions >$120,000 in FY2024; Audit Committee pre-approves related‑party transactions and found none .
- Hedging/pledging prohibited; stock options not granted since 2008; PSUs/RSUs carry recovery and forfeiture features; no excise tax gross-ups (pure cutback if 280G applies) .
- Compensation Committee conducts risk assessment; mix of cash/equity and capped incentives reduce excessive risk-taking .
Investment Implications
- Alignment: Sifford’s compensation is largely fixed ($300,000 split cash/equity) with restricted stock that vests shortly after year‑end, limiting variable pay exposure and reducing near‑term selling pressure from performance awards; hedging/pledging prohibitions and ownership guideline compliance strengthen alignment (3x salary; met) .
- Liquidity timing: Director restricted stock grants vest around Jan 2 each year, creating predictable early‑January liquidity events that could coincide with insider trading windows; monitor Form 4 activity around that period .
- Retention risk: Letter Agreement provides no severance and uses a 12‑month non‑compete/non‑solicit, indicating modest exit economics but robust post‑termination restrictions; low reliance on performance incentives suggests minimal retention pressure from missed targets .
- Governance: Vice Chairman role combined with past CEO tenure is mitigated by separated Chairman/CEO structure, majority‑independent committees, and Lead Independent Director oversight; independence concerns are moderated by the governance framework .
- Trading signals: With beneficial ownership of 294,602 shares (1.1%), Sifford’s transactions can be meaningful sentiment indicators; watch for 10b5‑1 plans and insider trades around annual vesting dates and post‑earnings windows .