Kerry Jackson
About Kerry Jackson
Kerry Jackson, age 63, rejoined Shoe Carnival in June 2025 and was appointed Executive Vice President, Chief Financial Officer (principal financial and accounting officer) effective September 28, 2025, after previously serving as CFO for 27 years and with 35 years at the Company overall . He held successive finance and accounting leadership roles since 1988, including Controller, CFO and Chief Financial & Administrative Officer, and briefly served as Chief Administrative Officer before retiring in May 2023; he returned to lead new business development prior to his CFO reappointment . Relevant performance context: in Fiscal 2024, Shoe Carnival delivered Net Sales of $1,202.9 million, Operating Income of $91.2 million, and Diluted EPS of $2.68; over the last five years, a $100 investment in SCVL grew to $161 (TSR) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Shoe Carnival | EVP, Chief Financial Officer; Principal Financial & Accounting Officer | Effective Sep 28, 2025 | Finance leadership and investor relations in support of organic and acquisition growth . |
| Shoe Carnival | SVP, New Business Development | Jun 9, 2025 – Sep 2025 | Led business development activities prior to CFO transition . |
| Shoe Carnival | Senior Executive VP, Chief Financial & Administrative Officer & Treasurer | Sep 2019 – Apr 2023 | Oversaw finance and administration during expansion and modernization initiatives . |
| Shoe Carnival | Chief Administrative Officer | Apr 2023 – May 2023 | Executive transition role prior to retirement . |
| Shoe Carnival | Senior Executive VP – Chief Operating & Financial Officer & Treasurer | Oct 2012 – Sep 2019 | Combined operating and financial oversight . |
| Shoe Carnival | EVP – Chief Financial Officer & Treasurer | Aug 2004 – Oct 2012 | Led corporate finance and treasury . |
| Shoe Carnival | SVP – Chief Financial Officer & Treasurer | Jun 2001 – Aug 2004 | Advanced finance leadership . |
| Shoe Carnival | VP – Chief Financial Officer & Treasurer | Sep 1996 – Jun 2001 | Corporate finance leadership . |
| Shoe Carnival | VP – Controller & Chief Accounting Officer | Jan 1993 – Sep 1996 | Financial reporting and controls . |
| Shoe Carnival | Various accounting roles | Pre-1993 | Progressive accounting responsibilities . |
| Public accounting firm | Associate | Pre-1988 | Early career in public accounting . |
External Roles
Not disclosed in Company filings for Kerry Jackson .
Fixed Compensation
| Component | Fiscal 2021 | Fiscal 2022 | Fiscal 2023 | Fiscal 2025 (post-appointment) |
|---|---|---|---|---|
| Base Salary ($) | $601,000 | $640,000 | $189,538 (partial year to retirement) | $565,000 (effective Sep 23, 2025 approval) |
| EICP Eligibility | Yes | Yes | Not eligible in FY2023 (Committee decision tied to planned departure) | Eligible under Amended & Restated 2016 EICP |
| Perquisites (illustrative) | $69,395 all other comp | $79,732 all other comp | $55,710 all other comp, including 401(k) match, deferred comp match, medical reimbursements, life/disability premiums, dividend equivalents | Standard executive benefits eligibility |
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Service-based RSUs (one-time grant) | Service (continued employment) | 100% | Continuous service to 3rd anniversary | N/A (new grant) | 20,000 RSUs granted Sep 29, 2025 | 100% cliff vest on Sep 29, 2028, subject to continued employment |
- Company incentive framework applicable to executives Jackson will participate in:
- Annual cash incentive (EICP) measured by GAAP Operating Income with threshold/target/maximum levels; in Fiscal 2024, target Operating Income was $92.020 million, actual $91.152 million; program pays based on interpolation vs thresholds .
- PSUs measured by Diluted EPS; in Fiscal 2024, EPS target was $2.60, actual $2.68; earned PSUs vest three years post-grant .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| One-time RSU grant | 20,000 service-based RSUs granted Sep 29, 2025; vests in full on Sep 29, 2028, subject to continued employment . |
| Recent vesting (historical) | 23,722 shares vested for Jackson in Fiscal 2023, value realized $608,469 (pre-retirement) . |
| Stock ownership guidelines | CFOs and other executive officers must own shares valued at 2× base salary; until met, must retain 50% of net-after-tax shares from vestings/exercises . |
| Hedging/pledging policy | Directors and executive officers are prohibited from hedging and pledging Company stock; short sales are prohibited . |
| Beneficial ownership | Not disclosed for Jackson post-appointment; no related-party transactions under Item 404(a) and no family relationships reported . |
Employment Terms
| Provision | Term |
|---|---|
| Agreement | Employment and Noncompetition Agreement effective Sep 28, 2025; initial one-year term to Sep 27, 2026; auto-renews for successive one-year periods unless non-renewed with notice . |
| Base Salary | $565,000 annual base (approved Sep 23, 2025) . |
| Incentive Eligibility | Eligible for EICP annual cash bonus and annual equity awards under the 2017 Equity Plan, at Compensation Committee discretion . |
| Non-compete & Non-solicit | 1-year post-termination non-compete across U.S., Puerto Rico and applicable geographies; comprehensive competitor list; non-solicit of employees and partners and non-disparagement . |
| Severance (no CIC) | If terminated without cause or resigning for good reason: Accrued Obligations; earned but unpaid prior-year EICP bonus; pro-rata lump sum equal to 55% of base salary for year of termination; lump sum equal to 150% of base salary; lump sum equal to 18× monthly COBRA premium rate, subject to release and covenant compliance . |
| Severance (CIC double-trigger) | If terminated without cause or resigning for good reason within two years post-CIC (or non-renewal within two years following or 90 days preceding CIC): Accrued Obligations; earned but unpaid prior-year EICP bonus; lump sum equal to 310% of base salary; lump sum equal to 18× COBRA premium rate; outplacement up to $2,500; subject to release and covenant compliance . |
| Good Reason (no CIC) | Material reduction in base salary without consent . |
| Change-in-Control definition | Detailed CIC definition aligned with tax code §409A and plan standards; includes board/ownership thresholds and corporate transactions; exceptions for certain existing holders . |
| 280G (Parachute Payment) | “Pure cutback” — payments reduced to avoid excise tax under §4999; no excise tax gross-up; ordered reductions prioritize non-409A amounts . |
| Clawback | Company’s compensation recovery policy applies to officers for accounting restatements and for fraud/intentional misconduct causing significant harm; SOX clawback provisions also apply to CEO/CFO . |
| Confidentiality | Comprehensive confidentiality and IP assignment provisions; trade secret protections and whistleblower carve-out . |
Investment Implications
- Alignment: A significant service-based RSU grant with three-year cliff vesting and strict non-compete/non-solicit strengthens retention and link to long-term execution; EICP and PSUs measured on Operating Income and EPS align pay with performance .
- Retention and turnover risk: Auto-renewing 1-year agreement with robust severance (150% salary without CIC; 310% salary with double-trigger CIC) plus COBRA support reduces near-term turnover risk; however, CIC economics increase transaction costs in a takeover scenario .
- Governance and risk controls: No excise tax gross-up (pure cutback), strong clawback, and prohibitions on hedging/pledging mitigate shareholder-unfriendly practices and reduce reputational/financial risk .
- Potential selling pressure: Current award is service-based RSUs rather than options; no disclosed pledging and stringent insider policies suggest limited near-term selling pressure; beneficial ownership post-appointment was not disclosed, and Form 4 activity would need monitoring to confirm .