Marc Chilton
About Marc Chilton
Marc A. Chilton is Senior Executive Vice President – Chief Operating Officer of Shoe Carnival, promoted on February 20, 2025 after serving as Executive Vice President – Chief Operating Officer since February 2023 . He was born in 1970 and has been associated with Shoe Carnival since 1994, reflecting deep operating tenure in the business . Company performance metrics driving executive pay emphasize Diluted EPS for PSUs and Operating Income for annual incentives; over five fiscal years since 2019, EPS rose 84%, Gross Margin expanded ~550 bps, and Net Sales grew 16%, with five-year TSR of 61% versus 191% for a new retail peer group and 224% for an old peer group benchmark .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Shoe Carnival | Senior Executive Vice President – Chief Operating Officer | Promoted Feb 20, 2025 | Not disclosed |
| Shoe Carnival | Executive Vice President – Chief Operating Officer | Promoted Feb 2023; served until Feb 2025 | Not disclosed |
| Shoe Carnival | Senior Vice President – Store Operations Administration | As of Mar 16, 2023 | Not disclosed |
External Roles
No public company directorships or external board roles disclosed in company filings for Marc A. Chilton.
Fixed Compensation
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Base Salary ($) | $416,635 | $480,000 | $550,000 | $566,500 |
| Target Bonus (% of Salary) | Not disclosed | Not disclosed | 75% | 75% |
| Actual EICP Payout (% of Salary) | 387,000/Salary table indicates earned bonus; % not stated | 75.2% | 0.0% | 64.4% |
| Actual EICP Payout ($) | $387,000 | $361,064 | $0 | $364,759 |
Perquisites (FY 2024):
- Auto allowance $1,100/month; Deferred compensation plan match $23,163; Medical reimbursements $23,409; Life insurance premiums $415; Disability premiums $900; Cash dividend equivalents $1,664 .
FY 2025 program changes:
- Base salary increased 10.3% (exact $ amount not disclosed); EICP bonus opportunity increased to 85% at target (21.25% threshold, 148.75% maximum) for Chilton .
Performance Compensation
| Plan / Year | Metric | Weighting* | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| EICP FY 2023 | Operating Income | Cash (short-term) | $149.450m | $93.505m | 0% of salary; $0 | Cash (annual) |
| EICP FY 2024 | Operating Income | Cash (short-term) | $92.020m | $91.152m | 64.4% of salary; $364.8k | Cash (annual) |
| PSUs FY 2023 | Diluted Net Income per Share | ~60% of equity grant mix | 12,259 target shares | Below threshold; 0% earned | 0 shares earned | N/A |
| PSUs FY 2024 | Diluted Net Income per Share | ~60% of equity grant mix | 12,259 target shares | 115.4% of target earned | 14,163 shares (target ×115.4%) earned (implied by %); value detailed per awards table | Vests Mar 31, 2027 (double-trigger for change-in-control) |
Notes:
- Equity award mix: ~60% PSUs at target, ~40% service-based RSUs for executives in FY 2023–FY 2024 .
- FY 2024 RSUs: one-half vest Mar 31, 2026; one-half vest Mar 31, 2027 .
- FY 2023 RSUs: one-third vest Mar 31, 2025; two-thirds vest Mar 31, 2026 .
Equity Ownership & Alignment
Beneficial ownership:
| As-of Date | Shares Beneficially Owned | Shares Outstanding | Ownership % |
|---|---|---|---|
| Apr 10, 2023 | 14,811 | 27,335,595 | 0.054% (computed from cited values) |
| Apr 5, 2024 | 16,247 | 27,158,322 | 0.060% (computed from cited values) |
| Apr 10, 2025 | 25,735 | 27,331,512 | 0.094% (computed from cited values) |
Outstanding equity awards (as of FY 2024 year-end, Feb 1, 2025):
| Grant Date | Award Type | Units Unvested | Vesting Schedule |
|---|---|---|---|
| Mar 9, 2022 | PSUs (earned for FY 2022) | 9,915 | Vested Mar 31, 2025 |
| Mar 9, 2022 | RSUs | 4,224 | Vested Mar 31, 2025 |
| Mar 14, 2023 | RSUs | 8,172 | 1/3 vested Mar 31, 2025; 2/3 vest Mar 31, 2026 |
| Mar 13, 2024 | PSUs (earned for FY 2024) | 12,259 target; earned 115.4% | Vests Mar 31, 2027 |
| Mar 13, 2024 | RSUs | 8,172 | 50% vest Mar 31, 2026; 50% vest Mar 31, 2027 |
Alignment policies:
- Stock ownership guidelines: executives must own shares valued at 2× annual base salary; until compliant, must retain 50% of net‑after‑tax shares from equity awards . Company disclosed Weaver, Sifford, Scibetta met the requirement as of the valuation dates; status for Chilton not indicated in filing .
- Hedging/pledging prohibited for directors and executive officers .
- Options: Company has not granted stock options since 2008 .
Employment Terms
| Provision | Details |
|---|---|
| Agreement | Employment and noncompetition agreement dated April 4, 2021 |
| Term & Renewal | Through April 3, 2025; auto-renews in one‑year terms unless notice 30–90 days prior to term end |
| Pay Elements | Base salary; participation in EICP and benefit plans |
| “Cause” Definition | Includes failure to perform, fraud/embezzlement, felony or crime of moral turpitude, gross misconduct injurious to the Company, material breach of agreement/policies, instructions noncompliance, substance abuse affecting duties, conduct bringing Company into disrepute |
| Change‑in‑Control Vesting | PSUs vest only on double trigger (termination without cause or for good reason following a change in control) |
| Tax Gross‑Ups | None; agreements do not provide excise tax gross‑ups |
| Clawback Policy | Recoupment applies to restatements per Nasdaq standards and to fraud/intentional misconduct causing significant financial or reputational harm |
Severance and change‑of‑control economics (from FY 2022 proxy illustrative table):
| Scenario | Bonus for Year of Separation | Cash Severance | Outplacement | Medical/Dental Benefits | Equity Accelerated | Total |
|---|---|---|---|---|---|---|
| Death/Disability | $703,325 | – | – | – | – | $703,325 |
| Without Cause or Good Reason | $236,500 | $645,000 | – | $50,800 | – | $932,300 |
| For Cause / Without Good Reason | – | – | – | – | – | – |
| Qualifying Termination Following Change in Control | – | $1,333,000 | $2,500 | $50,800 | $862,840 | $2,249,140 |
Investment Implications
- Pay-for-performance alignment is strong: annual cash bonuses tied to Operating Income and PSUs tied to Diluted EPS have resulted in zero payout in FY 2023 and a moderate FY 2024 payout (64.4% of salary), while FY 2024 PSUs earned 115.4% of target on slightly above target EPS .
- Retention visibility: multi‑year vesting cadence (RSUs in 2026/2027; PSUs in 2027) supports retention; ownership guidelines requiring 50% net‑after‑tax share retention until compliant reduce near‑term selling pressure as awards vest .
- 2025 incentive leverage increased: Chilton’s EICP target opportunity increased to 85% of salary for FY 2025, raising at‑risk pay and sharpening focus on operating execution amid integration and macro risks .
- Ownership alignment is modest: personal ownership is <0.10% of outstanding shares (25,735 shares as of Apr 10, 2025), though policy requires 2× salary ownership and prohibits hedging/pledging, mitigating misalignment risks .
- Golden parachute risk moderated: double‑trigger vesting, no excise tax gross‑ups, and defined “cause” protections point to shareholder‑friendly change‑of‑control terms, though severance amounts are meaningful (e.g., $2.25m under CoC scenario from FY 2022 framework) .
- Execution risk: company TSR lagged peer benchmarks over five years despite FY 2024 TSR improvement (+13%); sustaining EPS and margin expansion will be critical for FY 2025 incentives and PSU outcomes under tightened thresholds (90–110% bands) .