Diane Randolph
About Diane Randolph
Independent director of Shoe Carnival, Inc. since 2021; age 70; current term expires at the 2026 annual meeting. Former Chief Information Officer at Ulta Beauty (2014–2020) and Reitmans (Canada) Limited (2008–2014), with board experience at Dollar Tree, WorkJam, Flexe, and previously Core-Mark Holding Company (until its 2021 acquisition). Areas of expertise include retail information technology, cybersecurity, risk management, supply chain, and human resources .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ulta Beauty, Inc. | Chief Information Officer | 2014–2020 | Led retail IT and cybersecurity capabilities; enterprise risk oversight support |
| Reitmans (Canada) Limited | Chief Information Officer | 2008–2014 | Retail IT leadership; supply chain systems |
| Core-Mark Holding Company, Inc. | Director | Jan 2020–Sept 2021 | Board service concluded upon acquisition |
| National Retail Federation CIO Council | Executive Committee | Not specified | Industry leadership in retail IT |
| Chicago CIOs | Advisory Council | Not specified | Technology advisory role |
External Roles
| Organization | Role | Start Date | Committees/Notes |
|---|---|---|---|
| Dollar Tree, Inc. | Director | Aug 2023 | Audit Committee; Finance Committee |
| WorkJam, Inc. (private) | Director | Mar 2025 | Digital frontline workplace technology board |
| Flexe, Inc. (private) | Director | Feb 2022 | Omnichannel logistics technology board |
Board Governance
- Independence: The Board determined Ms. Randolph is independent under Nasdaq rules; she is one of four independent directors .
- Committee assignments:
- Audit Committee (member) – Committee met 8 times in Fiscal 2024 .
- Compensation Committee (member) – Committee met 8 times in Fiscal 2024 .
- Nominating & Corporate Governance Committee (member) – Committee met 4 times in Fiscal 2024 .
- Attendance and engagement: Directors are expected to attend the annual meeting; each director attended the 2024 annual meeting. The Board held 7 meetings in Fiscal 2024; each director attended at least 75% of aggregate Board and committee meetings on which they served .
- Lead Independent Director: Charles B. Tomm .
- Board leadership: Chairman and CEO roles are separated to enhance oversight .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (2024) | $70,000 | Paid quarterly in arrears; increased beginning Jan 1, 2025 to $80,000 |
| Committee member retainers (annual) | Audit $10,000; Compensation $7,500; Nominating $5,000 | Chairs receive additional retainers; Ms. Randolph is a member on all three (not chair) |
| Lead Independent Director retainer | $15,000 | Not applicable to Ms. Randolph (held by Mr. Tomm) |
| Fiscal 2024 director compensation (Randolph) | Cash: $82,500; Stock awards: $80,016; Dividends: $586; Total: $163,102 | Restricted shares generally granted at annual meeting and vest Jan 2 following grant year |
| Meeting fees | $0 | No separate Board/committee meeting fees |
Performance Compensation
Directors do not receive performance-based equity; non-employee director equity is time-based restricted stock.
| Grant Year | Grant Date | Shares Granted | Fair Value at Grant | Vesting | Dividends on Unvested Stock |
|---|---|---|---|---|---|
| 2024 | June 25, 2024 | 2,172 | $80,016 | Vested Jan 2, 2025 | $586 cash dividends in FY2024 (Randolph) |
| 2025 | June 25, 2025 | 5,306 (Form 4 reported) | Approximately $100,000 for all non-employee directors starting calendar 2025 | Generally vests Jan 2, 2026 | Not specifically disclosed |
No director performance metrics are used for equity grants; awards are time-based restricted stock .
Other Directorships & Interlocks
| Company | Sector Overlap | Potential Interlock/Conflict | Notes |
|---|---|---|---|
| Dollar Tree, Inc. | Broadline discount retail | None disclosed; distinct business from specialty footwear retail | Serves on Audit and Finance; no related party transactions reported by SCVL in FY2024 |
| WorkJam, Inc. (private) | Workforce tech | None disclosed | Governance/technology insights |
| Flexe, Inc. (private) | Logistics tech | None disclosed | Supply chain expertise |
SCVL reported no related party transactions over $120,000 involving directors or their immediate family members in Fiscal 2024 .
Expertise & Qualifications
- Retail IT, cybersecurity, enterprise risk and supply chain expertise .
- Human capital and HR experience; prior CIO roles across North American retailers .
- Multi-board audit committee experience (SCVL and Dollar Tree) .
Equity Ownership
| Measure | Value | Date/Source |
|---|---|---|
| Beneficial ownership (SCVL common) | 9,682 shares (<1%) | As of April 10, 2025 (beneficial ownership table) |
| Unvested restricted stock held | 0 | As of Feb 1, 2025, no unvested restricted stock held by non-employee directors |
| Ownership guidelines (non-employee directors) | 5x annual Board cash retainer | Reviewed annually; retain 50% of net shares until guideline met |
| Guideline compliance (as of Feb 1, 2025) | Ms. Guthrie, Messrs. Aschleman and Tomm met guidelines; Randolph not listed as meeting | Indicates potential shortfall as of review date |
| Hedging/pledging | Prohibited for directors and officers | Alignment safeguard |
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Shares | Post-Transaction Ownership | SEC Link |
|---|---|---|---|---|---|
| 2024-06-26 | 2024-06-25 | Award (restricted common) | 2,172 | 9,682 | |
| 2025-06-27 | 2025-06-25 | Award (restricted common) | 5,306 | 14,988 |
Governance Assessment
- Board effectiveness: Randolph is deeply engaged across all three core committees (Audit, Compensation, Nominating), enhancing cross-committee information flow and oversight. Independence and separation of Chair/CEO roles strengthen governance; executive sessions led by the Lead Independent Director reinforce non-management oversight .
- Alignment and ownership: Non-employee directors are subject to 5x retainer ownership guidelines; as of the 2025 review, Randolph was not among directors confirmed as meeting the guideline—an alignment gap to monitor, though hedging/pledging is prohibited and equity grants are ongoing .
- Attendance: Directors attended at least 75% of meetings in Fiscal 2024, with Randolph serving on committees that met frequently (Audit: 8; Compensation: 8; Nominating: 4) and the Board meeting 7 times—acceptable baseline for engagement, but higher transparency on individual attendance would be preferable .
- Conflicts/related-party exposure: No related-party transactions involving directors in Fiscal 2024; Dollar Tree board service presents industry adjacency but no disclosed conflicts with SCVL’s specialty footwear retail; Audit Committee pre-approval of related-person transactions and Code of Ethics mitigate conflict risks .
- Shareholder signals: Say-on-pay support remained strong (~99% approval in 2023 and 2024), and 2025 advisory vote results showed substantial support (22.11M for; 2.24M against; 19,639 abstain), indicating confidence in compensation oversight by the Board’s Compensation Committee where Randolph serves .
- Compensation structure: Director pay mix balances cash and time-based equity; absence of performance-based director equity avoids metric gaming and focuses on long-term alignment via stock .
RED FLAGS
- Ownership guideline compliance: Randolph was not listed among directors meeting the 5x retainer guideline as of Feb 1, 2025—monitor progress post-2025 grant and ensuing vesting cycles .
- Limited disclosure on individual attendance beyond “≥75%”: Investors may prefer director-level attendance detail for tighter accountability .
Positive Signals
- Multi-committee service (Audit, Compensation, Nominating) and relevant IT/cyber risk expertise bolster oversight of financial reporting, pay practices, and governance .
- Strong say-on-pay support and robust clawback/anti-hedging policies enhance investor confidence in pay-for-performance governance .