Shoe Carnival, Inc. 2024 Executive and Director Compensation Summary
This document outlines the 2024 compensation decisions for executive officers and directors of Shoe Carnival, Inc. It specifies base salaries for key executives, including the CEO, CFO, and other senior officers, as well as compensation details for the Chairman and Vice Chairman of the Board. Non-employee directors receive annual cash retainers, additional fees for committee roles, annual equity awards, and reimbursement for meeting expenses. Equity awards for directors and the Vice Chairman vest on January 2nd of the year following the grant.
Exhibit 10-D
SUMMARY COMPENSATION SHEET
The following summarizes certain compensation decisions taken by the Compensation Committee (the "Committee") and/or the Board of Directors ("Board") of Shoe Carnival, Inc. (the "Company"), with respect to the compensation of the Company’s executive officers and directors.
1. 2024 Base Salary
The Committee approved the following base salaries for the Company’s executive officers effective for Fiscal 2024:
|
|
|
| Base |
| |
|
|
|
|
|
| |
|
|
|
|
|
|
|
Mark J. Worden |
| President and Chief Executive Officer |
| $ | 1,030,000 |
|
|
|
|
|
|
|
|
Patrick C. Edwards |
| Senior Vice President, Chief Financial Officer, Treasurer and Secretary |
| $ | 400,000 |
|
|
|
|
|
|
|
|
Carl N. Scibetta |
| Senior Executive Vice President - Chief Merchandising Officer |
| $ | 654,050 |
|
|
|
|
|
|
|
|
Marc A. Chilton |
| Executive Vice President – Chief Operating Officer |
| $ | 566,500 |
|
|
|
|
|
|
|
|
The base salary for J. Wayne Weaver, Chairman of the Board, remained at $300,000 for Fiscal 2024.
Mr. Sifford will receive a base salary of $300,000 per year for his service as Vice Chairman of the Board, payable one-half in cash and one-half in an equity award, and an additional monthly stipend of $2,957 for his service. The equity award will be granted to Mr. Sifford pursuant to the Company's equity incentive plan and restrictions will lapse on January 2nd of the year following the year in which the grant was made.
2. Director's Compensation
The Company pays the following to its non-employee Directors:
Annual Cash Retainer |
| $70,000 |
Annual Committee Chair Cash Retainer |
|
|
Audit Committee |
| $15,000 |
Compensation Committee |
| $10,000 |
Nominating and Governance Committee |
| $7,500 |
Annual Committee Member Cash Retainer (including Chairs) |
|
|
Audit Committee |
| $10,000 |
Compensation Committee |
| $7,500 |
Nominating and Governance Committee |
| $5,000 |
Annual Lead Director Cash Retainer |
| $15,000 |
Non-employee Directors will annually receive an equity award valued at $80,000 as of the date of grant under the Company’s equity incentive plan and restrictions will lapse on January 2nd of the year following the year in which the grant was made.
The Company also reimburses all Directors for all reasonable out-of-pocket expenses incurred in connection with meetings of the Board.
