Wayne Weaver

About J. Wayne Weaver

Chairman of the Board of Shoe Carnival since 1988 (age 90), Weaver is a long-tenured retail leader and significant shareholder; he and his spouse collectively own 33.6% of SCVL. He is not an independent director; he serves as an employee Chairman with a long history leading Nine West Group (President/CEO, 1978–1993) and the NFL’s Jacksonville Jaguars (Chairman/CEO, 1993–2012) .

Past Roles

External Roles

Board Governance

• Status and roles: Chairman of the Board (since 1988); not independent per Nasdaq definitions; serves as an employee director .
• Committee assignments: None; all three key committees are fully independent (Audit: Tomm-Chair, Aschleman, Guthrie, Randolph; Compensation: Aschleman-Chair, Guthrie, Randolph, Tomm; Nominating/Governance: Guthrie-Chair, Aschleman, Randolph) .
• Lead Independent Director: Charles B. Tomm; presides over executive sessions of non-employee directors and coordinates with management and the board .
• Board structure and attendance: Classified board; board held 7 meetings in FY2024; each director attended at least 75% of board and relevant committee meetings; all directors attended the 2024 annual meeting .
• Independence composition: Majority independent (Aschleman, Guthrie, Randolph, Tomm) .
• Risk oversight: Audit Committee met 8x; Compensation Committee 8x; Nominating/Governance 4x in FY2024 .

Fixed Compensation

Performance Compensation

Other Directorships & Interlocks

Expertise & Qualifications

• Strategic planning, marketing/branding, macro/industry trend insight; long-term retail leadership credentials cited by SCVL’s board .

Equity Ownership

Additional alignment policies:

• Ownership guidelines: Chairman required to hold ≥3x salary in shares; Weaver met ownership requirements as of Feb 1, 2025 valuation date .
• Hedging/pledging: Directors prohibited from hedging or pledging Company stock; short sales also prohibited .

Governance Assessment

Positive signals

• Independent committee architecture with a designated Lead Independent Director to balance a non‑independent Chair; regular executive sessions; robust committee meeting cadence (Audit 8x, Comp 8x, Nominating 4x) .
• Strong shareholder support on say‑on‑pay (approx. 99% approval in 2023 and 2024) indicates investor confidence in compensation oversight (context for board effectiveness) .
• No related‑party transactions over $120,000 reported in FY2024; related‑party policy requires Audit Committee approval and arm’s‑length terms .

Watch items / potential conflicts

• Control/entrenchment risk: Weaver and spouse collectively own 33.6% of shares, providing significant influence over outcomes, including director elections and strategic direction .
• Independence: Weaver is an employee Chairman and therefore not independent; not on key committees, but his dual status and long tenure (since 1988) warrant ongoing monitoring for board refreshment and succession .
• Equity plan change‑in‑control carve‑outs: On Nov 1, 2024, SCVL amended the 2017 Equity Plan to add “Additional Change in Control Exceptions” for certain persons/groups holding ≥30% as of that date and for certain death‑related triggers at ≥10%—potentially relevant to large existing holders, raising minority‑shareholder optics considerations .
• Age/succession: At age 90, Chairman succession and continuity planning merit attention for leadership stability and investor confidence .
• Compensation structure: Chairman equity grant is fully vested upon grant starting 2025 (vs. restricted vesting for non‑employee directors), which offers alignment but minimal retention/performance conditioning relative to best practices .

Key structural mitigants and policies

• Separation of Chair and CEO roles affirmed by the board as enhancing independence and oversight .
• Clawback policy (aligned with Nasdaq standards) for officers’ incentive compensation; broader governance controls on hedging/pledging and stock ownership guidelines (Chairman met requirement) .

Employment & Contracts (Chairman)

• Non‑competition agreement (Jan 15, 1993): While serving as an executive officer or director, Weaver may not engage directly/indirectly in the retail shoe business without Audit Committee approval .
• Employment terms: Employee Chairman at $300,000 salary; beginning in 2025, receives a fully vested common‑stock grant of ~ $100,000 on the annual meeting date; reimbursed for reasonable travel expenses .

Attendance & Engagement

Related-Party & Conflicts Review

• FY2024 related‑party transactions >$120,000: None; policy mandates Audit Committee review/approval; Code of Ethics prohibits undisclosed conflicts .

Director Compensation Context (for comparison)

• Non‑employee directors (2024): $70,000 annual cash retainer (increasing to $80,000 in 2025), plus committee and lead director retainers; ~ $80,000 in restricted shares in 2024 (~$100,000 starting 2025), generally vesting the following January 2; no meeting fees .
• Weaver differs as an employee Chairman with separate salary and fully vested equity grant starting 2025 .

Summary Implications for Investors

• Governance strengths include independent committees, a strong Lead Independent Director role, and high shareholder support on say‑on‑pay, which offset some risks tied to a non‑independent, long‑tenured Chair with control influence .
• Minority‑protection optics warrant monitoring: significant concentrated ownership; fully‑vested equity for the Chair; and equity plan change‑in‑control exceptions affecting large holders .
• Succession planning (given Chair’s age) and ongoing board refreshment will be key to sustaining investor confidence .