James Aschleman
About James A. Aschleman
James A. Aschleman, age 80, is an independent director of Shoe Carnival, Inc. (SCVL), serving since 2012, with a prior board stint from 2001–2006. He retired from Baker & Daniels LLP (now Faegre Drinker Biddle & Reath LLP) in December 2011 after advising public and private companies on corporate governance, executive compensation, M&A, and SEC compliance; he chairs SCVL’s Compensation Committee and serves on the Audit and Nominating & Corporate Governance Committees . The board has determined he is independent under Nasdaq rules, and he is part of the independent director bloc alongside Guthrie, Randolph, and Tomm; each director attended the 2024 annual meeting and at least 75% of board and committee meetings in Fiscal 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Baker & Daniels LLP (now Faegre Drinker Biddle & Reath LLP) | Partner; Corporate governance, executive compensation, M&A, SEC advisory | 1976–2011 | Deep expertise in governance/compensation; legal/regulatory analysis |
| Shoe Carnival, Inc. | Director (prior term) | 2001–2006 | Institutional knowledge of SCVL operations |
External Roles
- Proxy biography does not list other current public company board directorships for Mr. Aschleman .
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, Audit Committee; Member, Nominating & Corporate Governance Committee .
- Independence: Board majority independent; Aschleman classified independent; no Nasdaq 5250(b)(3) arrangements for any director .
- Attendance: Board met 7 times in Fiscal 2024; each director attended at least 75% of aggregate board and committee meetings; all directors attended the 2024 annual meeting .
- Committee activity: Audit Committee met 8 times; Compensation Committee met 8 times; Nominating Committee met 4 times in Fiscal 2024 .
- Lead Independent Director: Charles B. Tomm; presides over executive sessions; Aschleman not LID .
Fixed Compensation
| Component | Detail | Amount | Period |
|---|---|---|---|
| Annual Board cash retainer | 2025 policy | $80,000 | Calendar 2025 |
| Annual Board cash retainer | Prior policy | $70,000 | Calendar 2024 |
| Committee chair retainers | Audit $15,000; Compensation $10,000; Nominating $7,500 | – | Ongoing |
| Committee member retainers (incl. chairs) | Audit $10,000; Compensation $7,500; Nominating $5,000 | – | Ongoing |
| Lead Independent Director retainer | LID only | $15,000 | Ongoing |
| Non-employee director equity grant | Restricted stock grant-date value (2024) | ~$80,000 | Granted 6/25/2024; vested 1/2/2025 |
| Non-employee director equity grant | Restricted stock grant-date value (starting 2025) | ~$100,000 | Annual meeting 2025+ |
| Director Compensation (FY 2024, year ended 2/1/2025) | Cash Fees | Stock Awards (Grant-date FV) | Other (Dividends) | Total |
|---|---|---|---|---|
| James A. Aschleman | $102,500 | $80,016 | $586 | $183,102 |
Notes:
- Each non-employee director was awarded 2,172 restricted shares on 6/25/2024, vesting 1/2/2025; as of 2/1/2025 no unvested director restricted stock remained .
Performance Compensation
Compensation Committee program design under Aschleman’s chairmanship (Fiscal 2024):
- Annual cash incentive (EICP) metric: GAAP Operating Income; threshold at ~95% of target; maximum at 115% of target .
- PSU metric: Diluted EPS; target $2.60; threshold $2.50 (96% of target); maximum at 115% of target; one-year measurement with three-year cliff vest .
| EICP Operating Income Goals ($mm) | Threshold | Target | Maximum | Actual FY 2024 | Payout Framework |
|---|---|---|---|---|---|
| Operating Income | $87.419 | $92.020 | $105.823 | $91.152 | Payout interpolated; executive payouts scaled by role |
| PSU EPS Payout Schedule (FY 2024) | Below Threshold | Threshold | Target | Maximum | Actual |
|---|---|---|---|---|---|
| EPS level | < $2.50 | $2.50 | $2.60 | $2.99 | $2.68 |
| % of target PSUs earned | 0% | 25% | 100% | 175% | 115.4% |
| Vesting timing | – | – | – | – | Cliff vest 3/31/2027 |
Committee advisor independence:
- Pearl Meyer served in FY22–FY23; no conflicts per committee assessment; not engaged for FY24 .
- Meridian engaged in Q4 FY24 for FY25 program design; no conflicts per committee assessment .
Other Directorships & Interlocks
- None listed for Aschleman in the nominee biography; no Item 404 related party transactions in FY 2024 .
- Audit Committee approves all related person transactions; none >$120,000 in FY 2024; policy prohibits conflicted dealings without approval .
Expertise & Qualifications
- Strategic planning; capital markets and corporate finance; corporate governance; legal and regulatory analysis; executive compensation .
- Deep SCVL institutional knowledge from prior board service (2001–2006) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | As-of Date | Ownership Guideline Compliance | Pledging/Hedging |
|---|---|---|---|---|---|
| James A. Aschleman | 14,982 | <1% | April 10, 2025 | Met 5× cash retainer guideline as of 2/1/2025 | Directors prohibited from hedging/pledging; no pledges disclosed |
Director stock ownership guidelines:
- Non-employee directors must own shares valued at 5× annual board cash retainer; must retain 50% of net-after-tax shares until compliant; compliance reviewed annually; Aschleman met the guideline as of 2/1/2025 .
Governance Assessment
- Compensation Committee leadership: Aschleman chairs a fully independent committee, with independent advisors and a robust clawback policy extending beyond restatements to fraud/intentional misconduct causing significant harm—supports pay-for-performance integrity .
- Independence and conflicts: Board deems Aschleman independent; no director interlocks or Item 404 transactions; related-party policy and Audit Committee oversight reduce conflict risk .
- Attendance and engagement: All directors attended the 2024 annual meeting; each met ≥75% attendance across board/committee meetings; committees were active (Audit 8, Comp 8, Nominating 4) .
- Director pay and alignment: Cash retainer increased to $80k; equity grants increased to ~$100k from 2025; ownership guideline at 5× retainer and anti-hedging/pledging policy strengthen alignment; Aschleman is in compliance .
- Shareholder signals: Say-on-pay received ~99% approval in 2023 and 2024, indicating broad investor support for compensation oversight under the committee’s leadership .
- Succession and refresh: At age 80 with long tenure, board succession planning remains a focus; the proxy notes recent board transitions and ongoing efforts to broaden skills and diversity .
- Ownership concentration context: Chairman J. Wayne Weaver and spouse beneficially own 33.6% of shares, implying potential influence; presence of independent directors and committee frameworks provides oversight safeguards; no related-party transactions reported .