Shoe Carnival, Inc. 2017 Executive and Director Compensation Summary
This document outlines the 2017 compensation decisions for Shoe Carnival, Inc.'s executive officers and non-employee directors. It specifies the approved base salaries for key executives and details the cash retainers, stock awards, and reimbursement policies for directors. Non-employee directors receive annual cash and stock compensation, with additional retainers for committee roles, and are reimbursed for reasonable expenses related to board meetings. The agreement is effective for fiscal year 2017.
Exhibit 10-C
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 named executive officers and directors.
1. 2017 Base Salary
The Committee approved increases to the base salaries of each of the named executive officers set forth below. The following base salaries are effective for the Company’s named executive officers for fiscal 2017:
| Name | Title | Base Salary | ||||
| Clifton E. Sifford | President and Chief Executive Officer | $ | 675,000 | |||
| W. Kerry Jackson | Senior Executive Vice President, Chief Operating and Financial Officer and Treasurer | $ | 550,000 | |||
| Timothy T. Baker | Executive Vice President - Store Operations | $ | 530,000 | |||
| Carl N. Scibetta | Executive Vice President – Chief Merchandising Officer | $ | 500,000 | |||
2. Director's Compensation
Effective January 1, 2017, the Company pays the following to its non-employee Directors:
| Annual Cash Retainer | $60,000 | |
| 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 a stock award valued at $60,000 as of the date of grant under the Company’s equity incentive plan. The restrictions on the stock award 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.
