Board of Directors

Committees

Audit Committee

 

Comprised solely of independent non-employee directors and, among other things, monitors the integrity of the company’s financial statements, financial reporting process and systems of internal controls.

 

Lisa A. Flavin - Chair
Mahendra Gupta, Ph.D.
Steven W. Korn

Compensation Committee

 

Comprised solely of independent non-employee directors and has oversight responsibility for the compensation and benefit programs for executive officers and other employees.

 

W. Patrick McGinnis - Chair
Lori Greeley
Wenda Harris Millard
Bruce Thorn

Executive Committee

 

Authorized to meet and act instead of the full board during the intervals between board meetings.

 

Diane M. Sullivan - Chair
Ward M. Klein
W. Patrick McGinnis

Governance and Nominating Committee

 

Comprised solely of independent non-employee directors and considers and recommends candidates for election to the board, advises the board on director compensation, oversees the annual performance evaluations of the board and board committees and advises the board on corporate governance matters.

 

Ward M. Klein - Chair
Brenda Freeman
Carla Hendra
Steven W. Korn

Communicating with the Board

 

Shareholders and other parties interested in communicating directly with an individual non-management director or with the non-management directors as a group may do so by sending an email to directors@caleres.com or by writing to the individual director or to the office of the corporate secretary at:


Caleres
8300 Maryland Ave.
St. Louis, MO 63105


A staff member assisting the corporate secretary of the company reviews all such correspondence and regularly forwards to the board a summary of all such correspondence and copies of all correspondence that, in the opinion of the staff member, deals with the functions of the board or committees thereof or that he otherwise determines requires their attention. Directors may at any time review a log of all correspondence received by the company that is addressed to members of the board and request copies of any such correspondence.


Concerns relating to accounting, internal controls or auditing matters are immediately brought to the attention of the company's internal audit department and handled in accordance with procedures for reporting questionable accounting and auditing matters established by the audit committee with respect to such matters.


Procedures for Reporting Questionable Accounting and Auditing Matters

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