The Committee meets a number of times each year, and Committee agendas are established in consultation
between the Committee chair and management. In setting annual compensation, the Committee receives from our Chief Executive Officer the performance assessment and compensation recommendation for each of the other NEOs along with a comparison to the
median peer group data for the principal compensation elements. The Committee meets in executive session when discussing compensation for the Chief Executive Officer. The role of the Companys compensation consultant and management are also
discussed in the CD&A.
The Committee retained Meridian Compensation Partners, LLC (Meridian) as its independent compensation consultant for
executive compensation. Meridian assists the Committee in the compensation review and decision-making process and the review of plans and programs for executives. Also, Meridian advises the Committee on market trends, provides comparative market
data and, if requested, provides compensation recommendations. Meridian provided no other services to the Committee during 2020. The Committee evaluated whether Meridians provision of services to the Committee during 2020 gave rise to a
conflict of interest. In making this evaluation, the Committee considered the independence factors listed in Rule 10C-1(b)(4) of the Exchange Act of 1934 and determined that the provision of such
services did not create a conflict of interest and that Meridian provided independent and objective advice to the Committee.
The board has determined, in
its judgment, that the Committee is comprised solely of independent directors as defined in the NYSE listing standards.
Executive Committee
The Executive Committee may exercise all of the powers and duties of the board in the direction of the management of our business and affairs that
may lawfully be delegated to it by the board during the intervals between board meetings. However, certain categories of matters have been expressly reserved for consideration by the full board.
Governance and Nominating Committee
The Governance
and Nominating Committee develops criteria for membership on the board, recommends candidates for membership on the board and its committees, evaluates the structure and composition of the board, reviews and recommends compensation of non-employee directors, oversees the evaluation of executive management, and reviews the effectiveness of board governance. The Governance and Nominating Committee utilizes a process for selecting directors and
nominees, which is described in detail in the section entitled Corporate Governance Selection of Directors. The board has determined, in its judgment, that the Governance and Nominating Committee is comprised solely of
independent directors as defined in the NYSE listing standards.
Related Party Transactions
In accordance with our written related party transaction policy, the board reviews all transactions expected to exceed $120,000 in which a related party has a
material interest. For purposes of this policy, related parties include the Companys executive officers, directors or nominees, and 5% beneficial owners of the Companys stock, as well as any immediate family member of any of the
foregoing and any entity in which they have a 10% or greater beneficial interest or in which they are an officer, general partner, principal or serve in a similar position. In making its determination whether to approve a related party transaction,
the board considers such factors as the extent of the persons interest in the transaction, the aggregate value, the availability of other sources of comparable products or services, whether the terms of the transaction are no less favorable
than terms generally available in unaffiliated transactions under like circumstances, and the benefit to the Company.
In 2020, there were no material
transactions required to be disclosed pursuant to SEC rules between the Company and its executive officers, directors, nominees, principal shareholders, their immediate family members, or entities controlled by them.
Delinquent Section 16(a) Reports
Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors, and any persons beneficially owning more than 10%
of our stock to report their ownership of stock and any changes in ownership to the SEC and the NYSE. The SEC has established specific due dates for these reports, and we are required to report in this proxy statement any failure to file by these
dates. We file Section 16(a) reports on behalf of our directors
Caleres | 2021
Proxy Statement 13