Tanya Gordon
About Tanya Gordon
Tanya E. Gordon is Executive Vice President and Chief Merchandising Officer at Shoe Carnival (SCVL), appointed effective April 6, 2025, after progressively senior merchandising roles since 2014; she is age 60 and previously held merchandising roles at Kohl’s and Parisian . Operationally, she has emphasized disciplined inventory builds and opportunistic buys to support back-to-school, contributing to Q2 performance with EPS of $0.70 and gross margin of 38.8%, and positive comparable sales during August back-to-school season . Company governance frameworks relevant to her role include PSU performance alignment (EPS-based), stock ownership requirements, anti-hedging/pledging, double-trigger change-in-control vesting, and clawbacks, which shape pay-for-performance and alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Shoe Carnival | EVP – Chief Merchandising Officer | Apr 2025–present | Leads merchandising strategy; inventory planning and opportunistic buys to support margin and comp growth . |
| Shoe Carnival | SVP – General Merchandising Manager | Mar 2021–Apr 2025 | Oversaw women’s, children’s, accessories; drove core category strategy . |
| Shoe Carnival | VP – General Merchandising Manager | Mar 2020–Mar 2021 | Advanced merchandising leadership across key segments . |
| Shoe Carnival | VP – Divisional Merchandising Manager | Mar 2014–Mar 2020 | Managed divisional merchandising for women’s/children’s/accessories . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Kohl’s | Merchandising roles | Not disclosed | Built category expertise in national-brand retail . |
| Parisian | Merchandising roles | Not disclosed | Fashion retail merchandising experience . |
Fixed Compensation
| Component | FY 2025 Target | Notes |
|---|---|---|
| Base salary ($) | $500,000 | Set upon appointment as EVP CMO effective Apr 6, 2025 . |
| Annual bonus target (% of salary) | 75% | EICP participation aligns with CFO’s target range . |
| Annual bonus threshold (% of salary) | 18.75% | Threshold performance set at 90% of target goal . |
| Annual bonus maximum (% of salary) | 131.25% | Maximum performance set at 110% of target goal . |
Performance Compensation
| Incentive Type | Metric | FY 2025 Performance Range | Weighting | Target | Actual | Payout Mechanics | Vesting |
|---|---|---|---|---|---|---|---|
| Short-term (EICP) | Operating Income | Threshold 90%; Max 110% of target | Not disclosed | Not disclosed | Not disclosed | Payout scales by performance vs target; Committee can reduce awards . | Cash; standard annual payout windows . |
| Long-term (PSUs) | EPS | For 2025: thresholds set at 90%, max at 110% of target | Weighted toward PSUs in LTI mix | Not disclosed (2025 target not in proxy) | Not disclosed | Interpolated payout between thresholds; double-trigger vesting upon CoC . | Company practice uses 3-year cliff vesting; recent grants (2024) cliff vest three years post-grant . |
| Long-term (RSUs) | Service-based | Not performance-tied | Not disclosed | N/A | N/A | Vests solely by service; no dividends until vest . | Recent RSU practice: half vest on 3/31/2026 and half on 3/31/2027 for 2024 grants; tenure-based . |
Notes:
- The Committee emphasizes PSUs over RSUs in the equity mix and prohibits stock options (none granted since 2008) .
- 2024 PSU framework achieved 115.4% of target at EPS $2.68 vs target $2.60; vesting scheduled for 3/31/2027 (illustrates design; not specific to Gordon’s 2025 award) .
Equity Ownership & Alignment
- Stock ownership guidelines require executive officers (other than CEO/Chair) to hold shares valued at 2× base salary; at a $500,000 base, Gordon’s guideline equates to $1,000,000 in SCVL shares, with 50% net-after-tax retention on vested awards until compliant .
- Hedging, short sales, and pledging of company stock are prohibited for directors and executive officers, reducing misalignment risk and leverage-related selling pressure .
- Equity award grant practices: annual grants approved each March; Committee does not time grants with MNPI; no stock options are used .
- Beneficial ownership, vested/unvested breakdown, and Form 4 activity for Gordon were not disclosed in the FY 2024 proxy; she became an executive officer post-FY-end (Feb 1, 2025) .
Employment Terms
| Term | Key Provision | Source |
|---|---|---|
| Agreement form | Amended & restated employment agreement effective Apr 6, 2025; consistent with CFO/COO agreements . | |
| Term & renewal | Standard executive form uses initial one-year term with automatic one-year renewals unless terminated . | |
| Non-compete & non-solicit | Post-termination restrictions include non-compete within restricted geography, non-solicit of employees/customers, and non-disparagement; extensions apply if violated . | |
| Good Reason | Material base salary reduction triggers Good Reason; cure periods and release required; Regular Severance Benefits payable if compliant . | |
| Change-in-control | PSUs vest only on double trigger (termination without cause/for good reason following CoC); no excise tax gross-ups; 280G cutback applies to parachute payments . | |
| Clawback | Compensation recovery policy covers accounting restatements and fraud/intentional misconduct; severance clawback if restrictive covenants breached . | |
| Perquisites & benefits | Executive life/disability programs, additional medical, nonqualified deferred compensation plan; automobile allowance for certain executives . |
Performance & Track Record
| Period | Key Outcomes | Gordon’s Role/Signal |
|---|---|---|
| Q2 FY2026 | EPS $0.70; gross margin 38.8% (highest Q2 margin in years); positive back-to-school comps; Station banner outperformed; margin expansion from opportunistic buys and disciplined pricing . | Drove inventory build in sandals and kids athletic; opportunistic buys to carry into spring; guided expected 5–7% pricing increases related to tariffs . |
- Strategic emphasis on “best brands” and key items, favoring higher-income customer segments and margin integrity despite competitive pricing actions .
Compensation Structure Analysis
- Equity-heavy LTI tilted toward PSUs, promoting pay-for-performance alignment; RSUs used for retention; no stock options since 2008 (lower leverage risk) .
- FY 2025 program tightened ranges (threshold 90%, max 110%) for both EICP and PSUs amid macro/tariff uncertainty, limiting outsized payouts for modest outperformance .
- Governance protections: clawback policy broadened beyond restatements; no excise tax gross-ups; prohibition on hedging/pledging; Committee discretion to reduce awards .
Compensation Peer Group and Say-on-Pay
- Peer group: FY 2025 maintained FY 2024 composition with removal of Hibbett (acquired), reflecting stable benchmarking inputs .
- Committee retained Meridian as independent consultant for FY 2025 design calibration .
Equity Vesting Calendar Context (Company practice)
| Award Type | Recent Practice | Dates |
|---|---|---|
| PSUs (2024 grants) | One-year performance; 3-year cliff vest post-grant if earned | Cliff vest on 3/31/2027 . |
| RSUs (2024 grants) | Service-based; retention-focused | 50% vest 3/31/2026; 50% vest 3/31/2027 . |
Gordon’s 2025 grants follow the same program design approved March 13, 2025 (RSUs and PSUs granted; thresholds/max set), though specific share counts and vesting dates for her awards were not disclosed in the proxy .
Investment Implications
- Pay-for-performance alignment: Emphasis on EPS-based PSUs and operating-income EICP, tightened performance bands, double-trigger provisions, and clawbacks indicate robust shareholder protections and incentive alignment .
- Retention risk: Three-year PSU cliff vesting and RSU service vesting, combined with 2× salary ownership requirements and 50% net share retention, reduce near-term selling pressure and encourage tenure; hedging/pledging bans lower misalignment risk .
- Execution signals: Gordon’s inventory strategy and margin discipline contributed to improved Q2 margins and positive back-to-school comps; near-term tariff-driven price increases managed via brand mix and pricing discipline, supportive of margin resilience .
- Governance quality: No options, no excise tax gross-up, and independent consultant oversight reduce compensation inflation risk; peer group stability and Committee discretion to adjust payouts further mitigate outsized incentive outcomes .