Mark Worden
About Mark Worden
Mark J. Worden is President and Chief Executive Officer of Shoe Carnival, Inc. and a member of the Board since 2021; he is 51 years old and previously served as President & Chief Customer Officer and Executive Vice President – Chief Strategy & Marketing Officer at SCVL after senior roles at S.C. Johnson and Kimberly-Clark . Under his tenure, Fiscal 2024 Net Sales rose to $1,202.9 million from $1,175.9 million in Fiscal 2023, EPS was $2.68, and gross margin exceeded 35% for the fourth consecutive year . Five‑year total shareholder return equated to $161 on an initial $100 investment, while EPS increased substantially since Fiscal 2020 (pandemic low), with CAP/TSR dynamics detailed in proxy disclosures .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Shoe Carnival (SCVL) | President & CEO; Director | Oct 2021–Present | Oversaw multi-banner strategy; executed Rogan’s acquisition; initiated 175-store rebanner plan with >10% sales/profit uplift in test markets . |
| Shoe Carnival (SCVL) | President & Chief Customer Officer | Sep 2019–Sep 2021 | Led customer engagement and CRM investments supporting sustained >35% gross margin . |
| Shoe Carnival (SCVL) | EVP – Chief Strategy & Marketing Officer | Sep 2018–Sep 2019 | Built strategy/marketing foundation pre-CEO succession . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| S.C. Johnson & Son | Northern Europe Region Lead | May 2014–Jul 2018 | Led revenue/share growth across six countries . |
| S.C. Johnson & Son | Assistant to Chairman & CEO | May 2012–May 2014 | Supported enterprise leadership and strategic initiatives . |
| S.C. Johnson & Son | Senior Marketing Director | 2009–2012 | Led brand marketing . |
| Kimberly-Clark | Senior Brand Manager and multiple marketing roles | 2003–2009 | Drove flagship brand growth . |
Fixed Compensation
| Component | Fiscal 2024 Amount/Detail |
|---|---|
| Base Salary | $1,030,000 |
| Perquisites | Automobile allowance $1,100/month; limited personal aircraft use ($93,291 incremental cost); plus 401(k)/deferred comp matches, medical reimbursements, life/LTD premiums, dividend equivalents per proxy footnotes . |
| Discretionary Bonus | None awarded for Fiscal 2024 . |
Performance Compensation
Annual Cash Incentive (EICP) – Fiscal 2024
| Metric | Threshold | Target | Maximum | Actual | Target Bonus (% of Salary) | Payout |
|---|---|---|---|---|---|---|
| GAAP Operating Income ($mm) | $87.419 | $92.020 | $105.823 | $91.152 | 125% | 107.3% of salary; $1,105,330 |
Notes: Threshold payout 25% of target; maximum payout 175% of target; interpolation between levels .
PSUs – Fiscal 2024 Grant and Outcome
| Item | Value |
|---|---|
| Target EPS (FY 2024) | $2.60 (threshold $2.50; max $2.99) |
| Actual EPS (FY 2024) | $2.68 |
| Target PSUs Granted | 51,263 |
| Earned as % of Target | 115.4% (based on EPS outcomes) |
| Earned PSUs (Calculated) | 59,150 (appears as outstanding earned PSUs) |
| Vesting | Cliff vest Mar 31, 2027, subject to continuous service; interpolation applies; forfeiture below threshold . |
| Equity Mix FY 2024 | ~60% PSUs / ~40% RSUs at target grant-date fair value . |
RSUs – Fiscal 2024 Grant and Vesting
| Item | Value |
|---|---|
| RSUs Granted (FY 2024) | 34,175 |
| Vesting | 50% on Mar 31, 2026; 50% on Mar 31, 2027, subject to service . |
Equity Ownership & Alignment
Beneficial Ownership (Shares)
| As-of Date | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Apr 10, 2025 | 115,077 | <1% |
| Apr 5, 2024 | 73,936 | <1% |
| Apr 10, 2023 | 68,061 | <1% |
Outstanding Equity Awards and Vesting Schedule (Selected)
| Grant Date | Type | Units Not Vested | Key Vesting Dates |
|---|---|---|---|
| Mar 13, 2024 | PSUs (earned for FY24 EPS) | 59,150 | Vest Mar 31, 2027 |
| Mar 13, 2024 | RSUs | 34,175 | 50% Mar 31, 2026; 50% Mar 31, 2027 |
| Mar 14, 2023 | RSUs | 34,175 | 1/3 vested Mar 31, 2025; 2/3 vest Mar 31, 2026 |
| Mar 9, 2022 | PSUs | 40,847 | Vested Mar 31, 2025 |
| Mar 9, 2022 | RSUs | 17,428 | Vested Mar 31, 2025 |
Stock ownership guidelines require CEO ownership of 3x base salary; executives must retain 50% of net shares until compliant; hedging and pledging are prohibited .
Employment Terms
| Term | Summary |
|---|---|
| Agreement Term | Amended & Restated Employment and Noncompetition Agreement effective Nov 1, 2024; term through Oct 31, 2029 with automatic one-year renewals . |
| Non-Compete / Non-Solicit | Non-compete 18 months post-termination; one-year non-solicit under 2017 Equity Plan . |
| Severance (No CIC) | Termination without cause or for good reason: lump sum cash equal to 150% of base salary + target bonus; COBRA equivalent (18 months family rate); outplacement up to $10,000 . |
| CIC – Qualifying Termination | Lump sum cash equal to 250% of base + target bonus; prorated EICP bonus based on actual performance for year of CIC; equity acceleration per award terms; COBRA equivalent; outplacement . |
| Equity Acceleration | RSUs: immediate vest on CIC (whether or not termination); PSUs: vest if not assumed/continued in CIC or upon qualifying termination post-CIC; death/disability provides pro‑rata PSUs and full RSU vest . |
| Example Payouts (as of Feb 1, 2025) | Death/Disability total $3,842,579; Without Cause/Good Reason total $8,572,026; CIC w/o qualifying termination total $10,889,526; CIC qualifying termination total $3,426,483 cash + equity and benefits as tabulated (see table details). |
| Clawback | Amended policy aligned with Nasdaq listing standards for restatements; also covers fraud/intentional misconduct causing significant financial/reputational harm (multi-year lookback) . |
| Taxes | No excise tax gross‑ups; “pure cutback” if Section 280G excise tax would apply . |
Board Governance
- Board service: Director since 2021; term expiring at 2027 annual meeting . He is an employee director and not “independent” under Nasdaq rules; committees are comprised of non‑employee directors .
- Committees: Audit (Chair: Tomm; members Aschleman, Guthrie, Randolph) ; Compensation (Chair: Aschleman; members Guthrie, Randolph, Tomm) ; Nominating (Chair: Guthrie; members Aschleman, Randolph) . Worden is not listed on committees .
- Board leadership and independence: Chairman J. Wayne Weaver; roles of Chair and CEO are separated; Lead Independent Director is Charles B. Tomm and presides over executive sessions, coordinating with CEO .
- Attendance: Board held seven meetings in Fiscal 2024; each director attended at least 75% of aggregate Board/committee meetings and attended the 2024 annual meeting .
- Director compensation: Non-employee directors receive cash retainers and restricted stock; employee directors (including Worden) do not receive director fees—CEO compensation is disclosed in the SCT .
Compensation Peer Group and Shareholder Feedback
- Peer group (FY 2024): Boot Barn, Buckle, Caleres, Carter’s, Cato, Citi Trends, Crocs, Designer Brands, Genesco, Hibbett, Oxford Industries, Steve Madden, Tilly’s, Wolverine, Zumiez; median revenue ~$1.7B; median market cap ~$1.1B .
- Consultants: Pearl Meyer (FY22–FY23 foundational design; not engaged for FY24); Meridian engaged in 4Q FY24 for FY25 program design; no conflicts .
- Say‑on‑pay: ~99% approval in 2023 and ~99% in 2024; annual vote cadence through next frequency vote in 2029 .
Performance & Track Record
| Metric | Fiscal 2020 | Fiscal 2021 | Fiscal 2022 | Fiscal 2023 | Fiscal 2024 |
|---|---|---|---|---|---|
| Net Sales ($000s) | 976,765 | 1,330,394 | 1,262,235 | 1,175,882 | 1,202,885 |
| Operating Income ($000s) | 21,865 | 207,654 | 146,444 | 93,505 | 91,152 |
| Net Income ($000s) | 15,991 | 154,881 | 110,068 | 73,348 | 73,766 |
| Diluted EPS ($) | 0.56 | 5.42 | 3.96 | 2.68 | 2.68 |
Strategic highlights: Rogan’s acquisition added over $80 million Net Sales in FY24; Shoe Station rebanner test across 10 stores delivered >10% higher sales/profit on aggregate basis, supporting plan to rebanner 175 more stores over 24 months (to 218 Shoe Station stores, ~51% of fleet) . Five‑year TSR was $161 vs $191 new peer group and $224 old peer group; EPS and margins rebounded significantly post‑COVID .
Compensation Structure Analysis
- Equity emphasis and performance linkage: PSUs are the largest equity component with EPS targets, multi‑level payouts (25% threshold, 175% max), one‑year measurement with three‑year cliff vesting—aligns pay with performance while enhancing retention .
- Shift to RSUs vs options: No stock options granted since 2008; long‑term incentives are PSUs and RSUs—lower risk instruments relative to options .
- FY25 program adjustments: Thresholds eased to 90% of target; maximum tightened to 110%; COO and CFO EICP opportunities increased; CEO base salary increased 3% .
- Governance features: Robust clawback policy (restatements and misconduct); prohibition on hedging/pledging; ownership guidelines with 50% net shares hold-until-met rule .
Risk Indicators & Red Flags
- Pledging/hedging: Prohibited for directors/executives (alignment positive) .
- Change-in-control mechanics: RSU vesting accelerates upon CIC; PSUs accelerate if not assumed or upon qualifying termination; “pure cutback” mitigates excise tax exposure; Additional CIC exceptions were adopted in 2017 Equity Plan amendments (monitor governance nuance) .
- Ownership concentration: Chairman and spouse beneficially own 33.6% of shares as of Apr 10, 2025—potential governance/control consideration .
Equity Ownership & Alignment Details
| Policy/Item | Details |
|---|---|
| Executive Ownership Guidelines | CEO 3x base salary; retain 50% of net shares until compliant . |
| Prohibitions | No hedging/short sales/margin or pledging of company stock . |
| Upcoming Vesting Windows | March 31, 2026 (RSUs); March 31, 2027 (RSUs + PSUs) . |
Investment Implications
- Alignment and retention: A balanced mix of PSUs/RSUs with three‑year cliff vesting and multi‑year vest schedules creates strong retention hooks through March 2027; hedging/pledging prohibitions and ownership guidelines support alignment .
- Pay-for-performance: FY24 EICP was tightly linked to GAAP Operating Income (actual 99.1% of target leading to 107.3% payout); PSUs tied to EPS delivered 115.4% of target; no discretionary bonuses—discipline is positive for investors .
- Trading signals: Significant vest events in late March (2026 and 2027) may increase potential liquidity from RSU/PSU settlements; monitor Form 4 filings around those dates for selling pressure indicators and net share withholding practices .
- Governance risk/reward: Separation of Chair/CEO and presence of Lead Independent Director mitigate dual-role independence concerns; however, concentrated ownership by the Chair family (33.6%) warrants continued monitoring of minority shareholder protections and CIC plan amendments .
- Strategic execution: The rebanner program and acquisition integration underpin revenue/margin durability; track TSR vs peer indexes and EPS trajectory as PSU metrics remain EPS-centric, which may favor near-term profitability over longer-term growth investments .