CALERES INC (CAL)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
CALERES INC · Meeting: May 28, 2026
Directors FOR
2
Directors AGAINST
8
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of Directors
Against Analysis
Ms. Flavin has served since 2019 and her full tenure overlaps with Caleres' severe stock underperformance — the stock fell 39% over three years while the company's own peer group rose 18%, a gap of nearly 58 percentage points that far exceeds the 20-point trigger; the five-year record is equally poor, so no mitigating adjustment applies.
Ms. Freeman has served since 2017 and her full tenure covers the period of Caleres' deep underperformance; the three-year gap of -57.6 percentage points versus peers far exceeds the 20-point trigger, and the five-year record confirms sustained underperformance with no mitigating recovery.
Ms. Greeley has served since 2015 and her tenure encompasses the full underperformance period; the three-year gap versus peers is -57.6 percentage points, well above the 20-point trigger, and the five-year data confirms the underperformance is not a recent aberration.
Dr. Gupta has been on the board since 2011, making him one of the longest-tenured directors; Caleres' stock has badly trailed its peers over both three and five years, with a gap of -57.6 percentage points over three years versus the 20-point threshold, and no five-year mitigant is available.
Mr. Klein has served as a director since 2007 and as independent board chair, meaning he bears significant responsibility for board oversight during Caleres' sustained period of underperformance; the three-year gap versus peers is -57.6 percentage points and the five-year record confirms this is not a temporary dip.
Ms. Millard has served since 2017 and chairs the compensation committee, giving her direct responsibility over pay and incentive programs during the underperformance period; the three-year peer gap of -57.6 percentage points is nearly three times the trigger threshold, and the five-year record offers no relief.
Mr. Schmidt became CEO and director in January 2023, so his tenure covers more than 24 months and he is not exempt from the trigger; Caleres' stock has fallen sharply under his leadership, trailing the peer group by -57.6 percentage points over three years, which triggers a vote against him as a director independent of the Say on Pay analysis.
Mr. Thorn joined the board in 2022, giving him more than 24 months of tenure and meaningful overlap with the underperformance period; Caleres has fallen 39% over three years while peers gained 18%, a gap of -57.6 percentage points, and the five-year data confirms the trend is sustained rather than temporary.
For Analysis
Mr. Gendreau joined the board in 2024 and is exempt from the TSR underperformance trigger under the policy's 24-month grace period for new directors; no other disqualifying flags apply.
Ms. Langenstein joined the board in 2024 and is exempt from the TSR underperformance trigger under the policy's 24-month grace period for new directors; no other disqualifying flags apply.
Eight of ten nominees receive an AGAINST vote due to severe and sustained stock underperformance — Caleres' shares fell 39% over three years while its own disclosed peer group rose 18%, a gap of 57.6 percentage points that is nearly three times the 20-point policy trigger for companies with negative absolute returns. The five-year record (-39.6% vs. peer median -14.8%, a gap of -24.8pp) confirms this is not a temporary dip, so no five-year mitigant is available. Only the two directors who joined in 2024 (Gendreau and Langenstein) are exempt under the 24-month new-director grace period.
Say on Pay
✓ FORCEO
John W. Schmidt
Total Comp
$4,143,930
Prior Support
N/A
CEO total compensation of approximately $4.1 million is modest for a company of Caleres' size and profile, and falls within a reasonable benchmark range for a consumer retail CEO at a sub-$500 million market cap company; the pay program structure is heavily weighted toward variable and performance-based pay (the company reports the vast majority of pay is 'at risk'), includes a meaningful clawback policy, uses three-year performance periods, and caps incentive payouts at 200% of target — all features the policy views favorably. While Caleres' stock has underperformed peers significantly, the pay level itself does not appear inflated, and the policy separately addresses board accountability through the director election votes rather than penalizing a structurally sound pay program.
Auditor Ratification
✗ AGAINSTAuditor
Ernst & Young LLP
Tenure
109 yrs
Audit Fees
$2,764,431
Non-Audit Fees
$198,837
Ernst & Young has audited Caleres since 1917 — a relationship spanning 109 years — which far exceeds the policy's 25-year trigger for auditor independence concerns; while the audit committee cites institutional knowledge and fee efficiency, these generic rationales are not the kind of specific and compelling justification the policy requires to waive the trigger; the non-audit fee ratio (tax fees of $198,837 versus audit fees of $2,764,431, roughly 7%) is well within the acceptable range and raises no separate concern.
Overall Assessment
The Caleres 2026 annual meeting ballot is dominated by a significant governance concern: the company's stock has lost 39% over three years while its own peer group gained 18%, a gap of nearly 58 percentage points that triggers AGAINST votes for eight of ten director nominees under the policy's TSR underperformance rules; Ernst & Young's 109-year audit tenure also triggers an AGAINST on auditor ratification. The Say on Pay vote receives a FOR because CEO pay of roughly $4.1 million is reasonable in absolute terms and the compensation program is well-structured with genuine performance conditions, even though the company's stock performance has been poor.
Compensation Peer Group
27 companies disclosed in 2026 proxy filing