SCVL Shoe Carnival Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934
(Amendment No. )

Check the appropriate box:

Payment of Filing Fee (Check all boxes that apply):

May 14, 2025

Dear Shareholder:

On behalf of the Board of Directors and management, we wish to extend an invitation to you to attend our 2025 annual meeting of shareholders (the “Annual Meeting”) to be held on Wednesday, June 25, 2025 at the Shoe Carnival, Inc. corporate headquarters located at 1800 Innovation Point, Fort Mill, South Carolina. The Annual Meeting will begin at 9:00 a.m., Eastern Daylight Time (EDT).

You will find information regarding the business to be conducted at the Annual Meeting in the Notice of Annual Meeting of Shareholders and Proxy Statement, including information you should consider when you vote your shares. As allowed by the rules of the Securities and Exchange Commission, we are furnishing this Proxy Statement, our 2024 Annual Report to Shareholders and our other proxy materials to our shareholders primarily via the Internet. This electronic process gives you fast, convenient access to the materials, diminishes the impact on the environment and reduces our printing and mailing costs. A paper copy of these materials can be requested using one of the methods described in the materials.

At the Annual Meeting, in addition to the matters described in the Notice of Annual Meeting of Shareholders and the Proxy Statement, I will be providing a report on the financial position of the Company and opening the floor for questions from shareholders.

The members of the Board of Directors and management look forward to your attendance. However, whether or not you plan to attend personally, and regardless of the number of shares you own, representation of your shares is important. We encourage you to vote your shares via the Internet, by telephone, or, if you received a paper copy of the proxy materials, by signing, dating and returning your proxy card or voting instruction form as soon as possible to ensure your shares are voted regardless of whether you attend the Annual Meeting.

Thank you for your ongoing support of and continued interest in Shoe Carnival.

Sincerely,

Mark J. Worden

President and Chief Executive Officer

SHOE CARNIVAL, INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 25, 2025

 

The annual meeting of shareholders of Shoe Carnival, Inc. (the “Company,” “we,” “us” and “our”) will be held at our corporate headquarters located at 1800 Innovation Point, Fort Mill, South Carolina, on Wednesday, June 25, 2025, at 9:00 a.m., EDT, for the following purposes:

(1) To elect three directors to serve until the 2028 annual meeting of shareholders and until their successors are elected and have qualified, as set forth in the accompanying proxy statement;

(2) To approve, in an advisory (non-binding) vote, the compensation paid to the Company’s named executive officers;

(3) To ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the Company for Fiscal 2025; and

(4) To transact such other business as may properly come before the meeting, or any adjournment or postponement thereof.

All shareholders of record at the close of business on April 24, 2025 will be eligible to vote.

As allowed by the rules of the Securities and Exchange Commission, we are furnishing proxy materials to our shareholders primarily via the Internet. Accordingly, on or about May 14, 2025, we mailed a majority of our shareholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy materials and vote via the Internet, and mailed a printed copy of this proxy statement, a proxy card and our 2024 annual report to shareholders to our other shareholders.

Whether or not you plan to attend the meeting, your vote is important, and we urge you to vote promptly as described below and in the accompanying materials.

If a bank, broker or nominee holds your shares, please review the voting options provided by them on your voting instruction form and act accordingly. For your vote to be counted, you will need to communicate your voting decisions to your bank, broker or nominee.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be Held on June 25, 2025

The notice of annual meeting of shareholders, proxy statement, form of proxy card and 2024 annual report to shareholders are available at www.envisionreports.com/SCVL.

TABLE OF CONTENTS

SHOE CARNIVAL, INC.
1800 Innovation Point
Fort Mill, South Carolina 29715

 

PROXY STATEMENT
Annual Meeting of Shareholders

 

June 25, 2025

Why am I receiving these proxy materials?

We are providing these proxy materials to you in connection with the solicitation by the Board of Directors (the “Board”) of Shoe Carnival, Inc. (the “Company,” “we,” “us” or “our”) for proxies to be voted at our annual meeting of shareholders (the “annual meeting”) and at any adjournment or postponement thereof. We are holding this annual meeting at 9:00 a.m., EDT, on Wednesday, June 25, 2025, at our corporate headquarters located at 1800 Innovation Point, Fort Mill, South Carolina. Directions to the annual meeting can be obtained by calling 812-867-4034.

As allowed by the rules of the Securities and Exchange Commission (the “SEC”), we are furnishing our proxy materials to our shareholders primarily via the Internet. This electronic process diminishes the impact on the environment and reduces our printing and mailing costs. Accordingly, on or about May 14, 2025, we mailed a majority of our shareholders a Notice of Internet Availability of Proxy Materials (the “E-Proxy Notice”) containing instructions on how to access our proxy materials and vote via the Internet, and mailed a printed copy of this proxy statement, a proxy card and our 2024 annual report to shareholders to our other shareholders. If you received an E-Proxy Notice and would like to receive a paper copy of our proxy materials, please follow the instructions included in the E-Proxy Notice.

What proposals will be voted on at the annual meeting?

There are three proposals scheduled to be voted on at the annual meeting:

In addition, any other business that may properly come before the annual meeting will be considered and a vote will be taken. The Board currently knows of no additional business that is to be brought before the annual meeting. However, if other matters properly come before the meeting, the persons indicated on the enclosed proxy will vote that proxy based on their judgment on such matters.

How does the Board recommend that I vote on the proposals?

The Board recommends that you vote your shares:

Who may vote?

You may vote at the annual meeting or by proxy if you were a shareholder of record at the close of business on April 24, 2025, the record date for the meeting. As of April 24, 2025, there were 27,331,512 shares of our common stock outstanding and entitled to vote at the annual meeting. On all matters, including the election of directors, each shareholder will have one vote for each share held.

What constitutes a quorum for the annual meeting?

In order to constitute a quorum, a majority of the votes entitled to be cast at the annual meeting must be present either in person or by proxy. Abstentions and broker non-votes will be considered as present for determining a quorum.

A proxy might indicate that not all shares represented by it are being voted for specific proposals. For example, a broker cannot vote shares held in street name on certain proposals when the owner of those shares has not provided instructions on how he or she would like them to be voted, which are called “broker non-votes.” The election of directors and the proposal relating to executive compensation fall into this category. Accordingly, if you hold your shares in street name and wish your shares to be voted on Proposals 1 and 2, you must give your broker voting instructions.

What vote is required for each of the proposals to be approved?

For Proposal 1, to be elected, each director nominee must receive the affirmative vote of a majority of the votes cast with respect to the director, which for this proposal means that the number of shares voted “FOR” the director’s election must exceed the number of shares voted “AGAINST” the director’s election. Shareholders will not be allowed to cumulate their votes in the election of the directors. Abstentions and broker non-votes will not be considered as votes cast on this proposal and therefore will not affect the outcome of this proposal.

Proposal 2 will be approved if more shares are voted “FOR” the proposal than “AGAINST.” Neither abstentions nor broker non-votes will affect the outcome of this proposal.

Proposal 3 will be approved if more shares are voted “FOR” the proposal than “AGAINST.” Abstentions will not affect the outcome of this proposal.

How do I vote my shares?

Voting of Shares Registered Directly in the Name of the Shareholder. If you hold shares of our common stock in your own name as the holder of record, you may vote your shares by using any of the following methods:

Voting of Shares Registered in the Name of a Brokerage Firm or Bank. If your shares of our common stock are held in “street name” through a brokerage account or by a bank or other nominee, you may vote your shares by using any of the following methods:

What if I return my proxy but do not provide voting instructions?

Your shares will be voted in accordance with your instructions as specified. If you are a shareholder of record and you submit your proxy via the Internet, by telephone or by signing and returning your proxy card but do not give voting instructions, your shares will be voted “FOR” the election of each of the nominees listed under Proposal 1 and “FOR” Proposals 2 and 3. If any other matters properly come before the meeting, the persons indicated as proxies will vote that proxy based on their judgment on such matters. If your shares are held in “street name” and you do not provide your broker, bank or other nominee with specific voting instructions, your broker, bank or other nominee may vote on Proposal 3, the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for Fiscal 2025. However, your broker, bank or other nominee cannot vote your shares without specific instructions on Proposals 1 and 2. If your broker, bank or other nominee does not receive instructions from you on how to vote your shares on Proposals 1 and 2, your broker, bank or other nominee will inform the inspector of election that it does not have the authority to vote on those proposals with respect to your shares.

May I revoke my proxy?

If you have submitted your proxy via the Internet, by telephone or by mail, you may still revoke it at any time as long as it has not been exercised. Your proxy may be revoked by giving written notice of revocation to us, delivering a subsequently dated proxy via the Internet, by phone or by mail or attending the annual meeting and voting in person.

How are votes counted?

Votes cast by proxy or in person at the annual meeting will be counted and certified by representatives of our transfer agent, Computershare Trust Company, N.A.

Where can I find the voting results of the annual meeting?

We will announce preliminary voting results at the annual meeting and publish the voting results in a Current Report on Form 8-K to be filed with the SEC within four business days of the annual meeting.

Who pays for the cost of proxy preparation and solicitation?

The cost of this solicitation of proxies will be borne by us. Proxies may also be solicited personally or by telephone, facsimile transmission or other electronic means of communication by our employees acting without additional compensation.

Are there any defined terms used in this proxy statement?

The below sets forth the definitions for certain defined terms used in this proxy statement:

PROPOSAL NO. 1

ELECTION OF DIRECTORS

Nominee and Director Information

Our Board is divided into three classes, and generally, each director holds office for a three-year term expiring at the annual meeting of shareholders held in the year that is three years after the director’s election and thereafter until his or her successor is elected and qualified.

At the annual meeting, our shareholders will be asked to elect three directors. James A. Aschleman, Andrea R. Guthrie and Clifton E. Sifford have been nominated by the Board, upon the recommendation of the Nominating Committee, for election as directors for a term to expire at the 2028 annual meeting of shareholders and until their successors are elected and have qualified. Mr. Aschleman has served as a director since 2012, is Chair of the Compensation Committee, and also serves on the Audit Committee and Nominating Committee. Ms. Guthrie has served as a director since 2015, is Chair of the Nominating Committee, and also serves on the Compensation Committee and Audit Committee. Mr. Sifford has served as a director since 2012 and is Vice Chairman of the Board.

To be elected, a director nominee must receive the affirmative vote of a majority of the votes cast, which means that the number of shares voted “for” the director’s election must exceed the number of shares voted “against” the director’s election. This majority vote standard is in effect because this is an uncontested election (i.e., the number of nominees for director does not exceed the number of directors to be elected as of the record date of the annual meeting). For any contested election, the director would be elected by a plurality of the votes cast by the shares entitled to vote on the election of directors.

If a director nominee who is serving as a director is not elected at the annual meeting, under Indiana law the director would continue to serve on the Board as a “holdover director.” However, under our by-laws, any incumbent director who fails to be elected must immediately tender his or her resignation to the Board, subject to acceptance by the Board. The Nominating Committee would then make a recommendation to the Board on whether to accept or reject the resignation, or whether other action should be taken. The Board, taking into account the recommendation of the Nominating Committee, would determine the appropriate responsive action with respect to the tendered resignation. The director who tenders his or her resignation may not participate in the Board’s decision. If a nominee who was not already serving as a director is not elected at the annual meeting, under Indiana law that nominee would not become a director and would not serve on the Board as a “holdover director.” The nominees for election as directors at the annual meeting are currently serving on the Board.

The Nominating Committee is responsible for recommending to the Board the director nominees that collectively have the complementary experience, qualifications, skills and attributes to guide us and function effectively as a Board. Each nominee for election as a director is selected based on his or her experience, judgment, integrity, ability to make independent inquiries, an understanding of our business environment and a willingness to devote adequate time to Board duties. The Nominating Committee's general view is to re-nominate an incumbent director who continues to satisfy the criteria for membership on the Board, continues to make important contributions to the Board and consents to continue his or her service on the Board. However, as the Board and Nominating Committee continue to assess the long-term succession planning of the Board and its collective skill set, incumbent directors may not be re-nominated in future years and the size of the Board is subject to change.

Over the last five years, three total board members have transitioned from our Board, creating space for new directors whose backgrounds and areas of expertise have broadened the collective skill set and perspectives of our Board. As Nasdaq guidelines regarding board composition have changed, our Board has modified its timeline for adding a new board member, but continues to seek qualified candidates with diverse skills, experiences and backgrounds as part of its long-term succession plan.

Set forth below are the current nominees for director as well as our other continuing directors and information regarding each person's service as a director, business experience, director positions held currently or at any time in the last five years, and the experiences, qualifications, attributes or skills that caused the Nominating Committee and the Board to recommend the director nominees and to determine that the continuing directors should serve as members of our Board. Unless otherwise indicated, the principal occupation of

each director has been the same for the last five years. There is no family relationship between any of our directors or executive officers.

The Board recommends a vote FOR each of the director nominees listed above.

INFORMATION REGARDING THE BOARD OF

DIRECTORS AND COMMITTEES

The primary functions of our Board are:

Annual Meeting of Shareholders and Board Meetings

Our directors are expected to attend the annual meeting of shareholders each year, and each of our directors attended our 2024 annual meeting of shareholders. During Fiscal 2024, the Board held seven meetings. Each of our directors standing for re-election and each of our directors continuing in office attended at least 75% of the aggregate of the Board meetings and the meetings of the respective committees on which he or she served.

Board Leadership Structure

Our Corporate Governance Guidelines provide that the Board should be free to choose its Chairman based upon the Board’s view of what is in the best interests of the Company at a particular point in time, based on the recommendation of the Nominating Committee. Our Board does not have a policy on whether the role of Chairman and Chief Executive Officer should be separate or combined and, if separate, whether the Chairman should be selected from the non-employee directors or be an employee.

The Board has determined at this time that the separation of the offices of Chairman of the Board and Chief Executive Officer enhances Board independence and oversight. Moreover, the separation of these positions allows the Chief Executive Officer to better focus on running the Company, enhancing shareholder value and expanding and strengthening our brand while allowing the Chairman of the Board to lead the Board in its fundamental role of providing advice to and independent oversight of management.

A majority of our directors are “independent directors” as defined by the listing rules of Nasdaq, and the Board has determined that such independent directors have no relationship with us that would interfere with the exercise of their independent judgment in carrying out the responsibilities of a director. The independent directors are Mr. Aschleman, Ms. Guthrie, Ms. Randolph, and Mr. Tomm. In addition, none of our directors are a party to any agreement or arrangement that would require disclosure pursuant to Nasdaq Rule 5250(b)(3).

To facilitate communication between our management and our non-employee directors, Mr. Tomm has been designated as the Lead Independent Director and presides at executive sessions of the non-employee directors. Following an executive session, the Lead Independent Director discusses any issues or requested actions to be taken with the Chief Executive Officer. The Lead Independent Director is also responsible for disseminating information to the rest of the Board in a timely manner, for scheduling and preparing agendas for meetings of our non-employee directors and, together with our Chairman of the Board, our Vice Chairman of the Board, and our President and Chief Executive Officer, for scheduling and preparing agendas for meetings of our Board.

The Board evaluates its leadership structure on an ongoing basis and may change it as circumstances warrant.

Board Committees

The Board has an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. Each of the committees operates pursuant to a written charter, which can be viewed on our website at investors.shoecarnival.com/governance/governance-documents.

Audit Committee

The Audit Committee is solely responsible for the selection and hiring of the independent registered public accounting firm to audit our financial statements and records and pre-approves audit and permitted non-audit services undertaken by the independent registered public accounting firm. It is also responsible for the review of our (i) financial reports, (ii) systems of internal controls regarding finance, accounting, legal compliance and ethics, (iii) auditing, accounting and financial reporting processes, and (iv) financial and enterprise risk exposures. See “Board and Committee Role in Risk Oversight” for additional information. The Audit Committee approves all related person transactions and meets with management and our independent registered public accounting firm as necessary.

The Audit Committee consists of four non-employee directors: Mr. Tomm (Chair), Mr. Aschleman, Ms. Guthrie and Ms. Randolph. The Board and the Audit Committee believe the current member composition satisfies the Nasdaq Listing Rules governing audit committee composition, including the requirement that the audit committee members all be “independent” directors, as that term for audit committee members is defined in the Nasdaq Listing Rules and Rule 10A-3 of the Exchange Act. The Board has also determined that Mr. Tomm qualifies as an “audit committee financial expert” as defined by the SEC rules adopted pursuant to the Sarbanes-Oxley Act of 2002. The Audit Committee met eight times during Fiscal 2024.

Compensation Committee

The Compensation Committee is responsible for evaluating and approving our director and officer compensation plans, policies and programs. The Compensation Committee also administers our equity compensation and retirement plans and reviews the risks related to our compensation policies and programs. For a detailed description of the roles of the Compensation Committee and management in setting compensation, see “Executive Compensation – Compensation Discussion and Analysis” starting on page 17 of this proxy statement.

The Compensation Committee utilized Pearl Meyer & Partners, LLC (“Pearl Meyer”) to serve as its independent consultant for Executive and director compensation matters from time to time since January 2022. Given the comprehensive peer group information and advice regarding the design and structure of our Executive compensation program provided by Pearl Meyer in both Fiscal 2022 and Fiscal 2023, which was foundational to the Compensation Committee’s approach to Executive compensation, the Compensation Committee decided not to engage Pearl Meyer to provide peer group data or to otherwise advise the Compensation Committee with respect to setting Fiscal 2024 Executive compensation. When engaged, Pearl Meyer reported directly to the Compensation Committee and did not provide any other services to the Company. The Compensation Committee assessed the independence of Pearl Meyer pursuant to SEC rules and the Nasdaq Listing Rules and concluded that no conflicts of interest existed.

In the fourth quarter of Fiscal 2024, the Compensation Committee engaged Meridian Compensation Partners, LLC (“Meridian”) to serve as its independent compensation consultant. Meridian advised the Compensation Committee with respect to the design and structure of our annual cash incentive program and our long-term equity-based incentive compensation program for Fiscal 2025, including a comparison of such programs to companies in the peer group. Meridian reports directly to the Compensation Committee and does not provide any other services to the Company. The Compensation Committee assessed the independence of Meridian pursuant to SEC rules and the Nasdaq Listing Rules and concluded that no conflicts of interest existed.

The Compensation Committee consists of four non-employee directors: Mr. Aschleman (Chair), Ms. Guthrie, Ms. Randolph and Mr. Tomm. Each of the members meets the independence requirements of the Nasdaq Listing Rules and Rule 10C-1(b)(1) promulgated under the Exchange Act and is a “Non-Employee Director” as defined in Rule 16b-3 under the Exchange Act. During Fiscal 2024, none of the members were involved

in a relationship requiring disclosure as an interlocking executive officer/director or as a former officer or employee. In addition, none of the members were involved in a relationship requiring disclosure under Item 404(a) of Regulation S-K. The Compensation Committee held eight meetings during Fiscal 2024.

Nominating and Corporate Governance Committee

The Nominating Committee exercises a leadership role in shaping our corporate governance and recommends to the Board corporate governance principles on a number of topics, including (i) Board organization, membership and function, (ii) committee structure and membership, (iii) oversight of the annual performance evaluation of the Board, the committees of the Board and individual directors, and (iv) oversight of matters that involve our image, reputation and standing as a responsible corporate citizen. As the nominating body of the Board, it also interviews, evaluates, nominates and recommends individuals for membership on the Board and on the various committees of the Board. Nominees will be evaluated based on their experience, judgment, integrity, ability to make independent inquiries, understanding of our business environment and willingness to devote adequate time to Board duties.

Our Corporate Governance Guidelines provide that in identifying potential director nominees, our Nominating Committee is to take into account geographic, occupational, gender, race/ethnicity and age diversity and any corporate governance requirements required by Nasdaq's listing standards. Broadly defined, diversity means diversity of viewpoints, background and experience. The Nominating Committee implements that policy, and assesses its effectiveness, by examining the collective skillset, backgrounds and experiences of all of the directors on the Board when it selects nominees for directors.

Director candidates may come to the attention of the Nominating Committee through current Board members, management, professional search firms or other persons. The Nominating Committee also will consider director candidates recommended by shareholders. A shareholder who wishes to recommend a director candidate for consideration should send such recommendation to our Secretary at 1800 Innovation Point, Fort Mill, South Carolina 29715, who will forward it to the Nominating Committee. Any such recommendation should include a description of the candidate's qualifications for Board service, the candidate's written consent to be considered for nomination and to serve if nominated and elected, and addresses and telephone numbers for contacting the shareholder and the candidate for more information. A shareholder who wishes to nominate an individual as a director candidate at an annual meeting of shareholders, rather than recommend the individual to the Nominating Committee as a nominee, must comply with the advance notice requirements set forth in our by-laws, a copy of which may be obtained from our Secretary. A summary of such requirements is provided in this proxy statement under “Shareholder Proposals for 2026 Annual Meeting.” The Nominating Committee’s process for identifying and evaluating nominees for director will be the same whether the nominee is from the Nominating Committee’s search for a candidate or whether the nominee was recommended by a shareholder.

The Nominating Committee consists of three non-employee directors: Ms. Guthrie (Chair), Mr. Aschleman, and Ms. Randolph. Each member is “independent,” as such term for nominating committee members is defined in the Nasdaq Listing Rules. The Nominating Committee met four times during Fiscal 2024.

Board and Committee Role in Risk Oversight

Our Board has ultimate oversight responsibility for our risk management process, and its various committees assist the full Board in fulfilling these oversight responsibilities in certain areas of risk. In particular, the Audit Committee focuses on financial and enterprise risk exposures, including internal controls. The Audit Committee discusses with management, internal audit, and the independent registered public accounting firm our major financial risk exposures, including risks related to fraud, liquidity and regulatory compliance, our policies with respect to risk assessment and risk management, and the steps management has taken to monitor and control such exposures. The Board also periodically receives information about our risk management activities and the most significant risks we face, principally through Audit Committee reports to the Board and summary briefings provided by management. Risks associated with technology are a particular focus, and at least annually, our Senior Vice President and Chief Information Officer provides reports to the Audit Committee regarding our protocols, material threats or incidents and other developments related to our information technology, including cybersecurity risks. The Audit Committee members, as well as each other Board member, also have access to our Chief Financial Officer and any other members of our management for discussions between meetings as warranted.

The charter of the Nominating Committee includes specific authority to assist the Board in its oversight of matters relating to our image, reputation, and standing as a responsible corporate citizen. Our management periodically provides reports to the Nominating Committee addressing our human capital resources, initiatives that reduce our impact on the environment and the impact these areas may have on our public image.

The Compensation Committee regularly reviews the risks associated with how we compensate our executive officers and Board members and oversees the compensation recovery policy we finalized in Fiscal 2023. For a description of the Compensation Committee’s role in overseeing compensation-related risks, see “Executive Compensation – Compensation-Related Risk Assessment” on page 29 of this proxy statement. As further noted on page 25 of this proxy statement, the compensation recovery policy applies to accounting restatements as required by Nasdaq's final listing standards, and also applies to fraud or intentional misconduct resulting in a violation of law that causes significant financial or reputational harm to us, which is not required by Nasdaq's final listing standards.

SOCIAL AND ENVIRONMENTAL RESPONSIBILITY

We recognize and embrace the importance of being a good corporate citizen who values our associates, meaningfully gives back to our communities and actively addresses the impact our operations have on the environment. We understand that accomplishing these goals, along with delivering strong financial performance, drives long-term shareholder value.

Culture and Human Capital Management

We have intentionally built an employee-centric, customer-focused organization designed to compete at the highest levels in the retail industry. Our commitment to, and investment in, a strong performance culture is paramount to our long-term sustainability and success.

Our Workforce

We are firmly committed to providing equal opportunities in all aspects of employment and believe that all individuals should be treated with respect and dignity. We are dedicated to attracting, developing, maintaining and supporting an inclusive workforce that includes individuals with a wide range of backgrounds, life experiences and cultures. We believe that these varied experiences enhance our connection with our diverse customer base and enable us to better serve our customers. We hire, promote and compensate our employees based on merit, experience or other work-related criteria. We do not tolerate harassment or unlawful discrimination. Mandatory annual training for all employees empowers our workforce and instills these virtues into our culture.

We have clear policies encouraging strong relationships and protecting open lines of communication with management at every level. This, coupled with our non-retaliation policy, encourages employees to communicate issues and seek immediate redress of those issues if they should arise. As of our Fiscal 2024 year end, our workforce identified as 63% female and 37% male. Our broad-based leadership team,

including those who manage and lead our stores and those who lead our Company, identified as 60% female and 40% male. With respect to ethnicity, our leadership team identified as 64% Caucasian and 36% non-Caucasian.

Our Board

Currently, two of four of our non-employee Board members and two of seven of our total Board members identify as female. Our Board continues to seek qualified candidates with diverse skills, experiences and backgrounds as part of its long-term succession plan.

Retention

We believe our employee-centric culture not only supports higher levels of execution and performance, but also has led to increased retention of key talent.

Our store-level training programs provide the foundation for long-term careers and our ability to promote from within. We support the first-time jobs for many of our associates where they gain workforce experiences that may grow into long-term careers.

Currently, nearly all of our general managers and nearly all of our district managers who oversee those general managers were trained, developed and promoted from within. As of our Fiscal 2024 year end, of our 37 district managers, 68% have been employed by us for more than 20 years. The average tenure of our general managers was 14 years as of Fiscal 2024 year end.

Individuals who comprise our leadership team, which includes our Executives, vice presidents and senior director-level employees, have been employed for an average of 18 years.

Annually we survey a cross-section of employees on matters involving policy and procedure, organizational structure, operating style, commitment to hiring a competent workforce and commitment to integrity and ethical values. Since 2004, responses to this survey have had an average score of 4.0 to 4.3, with 5 being “strongly agree.”

Employee Benefits

Among the many ways we seek to serve our employees, we offer a complete range of benefits. These include competitive wages and incentives; an employee stock purchase plan with a discount off the fair value of our common stock; employer-subsidized medical plans with dental and vision benefits; qualified and unqualified defined contribution plans with employer matching contributions; and merchandise discounts, among other benefits.

Training and Code of Business Conduct and Ethics

We are dedicated to strengthening our culture and execution through ongoing training for all associates. We are uniquely focused on training within our store level, customer-facing operations. Employees must obtain necessary certifications in order to be responsible for the keys to a store and eventually to become a general manager. Our broad-based training program also engages and educates our employees on the following key topics:

More information regarding our approach to conducting business responsibly, including our guidelines on discrimination and harassment, can be found in our Code of Ethics. Our Code of Ethics applies to all of our Board members, officers and employees, including our principal executive officer and our principal financial and accounting officer.

Our Code of Ethics is posted on the investor relations portion of our website at investors.shoecarnival.com/governance/governance-documents. We intend to disclose any amendments to the Code of Ethics by posting such amendments on our website. In addition, any waivers of the Code of Ethics for our Board members or executive officers will be disclosed in a Current Report on Form 8-K.

We have adopted an insider trading policy governing the purchase, sale and other dispositions of our securities by our directors, officers and employees and by the Company that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and Nasdaq’s listing standards applicable to us. A copy of this policy is filed as an exhibit to our Annual Report on Form 10-K for our fiscal year ended February 1, 2025.

Expectations of our Vendor Partners

Our vendor code of conduct is posted on our website at www.shoecarnival.com/content/about-us#vendor-code-of-conduct. As set forth in the vendor code of conduct, we expect our vendors to have similar, ethical business practices to those set forth in our Code of Ethics and our other policies and procedures and follow both in spirit and letter. We expect our vendors to promote fair dealing and disclose conflicts. The vendor code of conduct (1) includes prohibitions against forced or involuntary labor, discrimination, harassment and abuse and (2) promotes fair labor standards, workforce health and safety, compliance with environmental law, supply chain security, data security, and arm’s length transactions.

Safety of our Employees and Security of our Data

We strive to provide our associates with a safe and healthy work environment. We measure OSHA recordable incidents to gauge the success of our safety protocol. During calendar year 2024, we recorded 45 non-COVID-related OSHA recordable incidents, an approximate 25% reduction in incidents compared to five years ago.

Our strategies to address the ever-expanding complexities of protecting customer and employee data and executing our business strategies in an increasingly digital world continue to advance. Our technology department monitors and regularly tests compliance with our protocols, provides regular updates to employees and management and conducts annual training.

Community and Nonprofit Support Initiatives

We are committed to helping build stronger communities by giving back to the areas where we do business. Throughout our history, we have demonstrated that commitment through sponsored events, educational programs, charitable donations, and volunteerism all focused on assisting the communities where we operate. We support both national and local chapters of nonprofit organizations such as the Two Ten Footwear Foundation, United Way, Junior Achievement, National CASA/GAL Association, Youth First, the American Red Cross, Ronald McDonald House Charities, and Habitat for Humanity.

In addition, every year each store is provided funds to support local nonprofits in its local community. Further, corporate associates can request and receive an annual financial stipend to support family-related nonprofit initiatives important to their families.

Our stores serve as a platform for our customers to contribute to causes by providing the option for customers to “round up” transactions to the nearest dollar, among other initiatives. Organizations that have recently benefited from our ability to perform this critical function include St. Jude Children’s Research Hospital, the Boys and Girls Club, the American Cancer Society, and the Marine Toys for Tots Foundation.

We are fully committed to accessibility for our disabled customers, whether at our physical stores or through our e-commerce platforms. Our partnership with eSSENTIAL Accessibility allows all customers, regardless of ability, to shop via our website. Through an assistive technology app, customers who have trouble typing, moving a mouse, gesturing or reading a screen are able to navigate our website using hands-free face tracking, voice activated controls, visual click assist, an on-screen keyboard, and speech-to-text.

Environmental Initiatives

We seek to minimize our impact on the environment by actively implementing environmentally friendly processes throughout our business, including energy efficiency initiatives, waste minimization, and the use of recycled materials within our supply chain. Our most significant areas of focus are fuel and packaging material used to deliver merchandise to our Evansville distribution center and stores; the HVAC and lighting systems in our stores, Evansville distribution center, and corporate offices; and recycling methods.

Proposal No. 2

Advisory Vote on the Compensation Paid to our Executives

We are providing shareholders the opportunity to cast advisory votes on named executive officer compensation as required by Section 14A of the Exchange Act. This proposal, commonly known as a “say-on-pay” proposal, gives our shareholders the opportunity to express their views on the compensation of our Executives. The “Executives” are our President and Chief Executive Officer, our Senior Vice President – Chief Financial Officer, Treasurer and Secretary, and our other executive officers named in the Summary Compensation Table on page 30 of this proxy statement.

This vote is not intended to address any specific item of compensation but rather the overall compensation of our Executives and the philosophy, policies and practices described in this proxy statement. Accordingly, we are asking our shareholders to approve the following resolution at the annual meeting:

“RESOLVED, that the Company's shareholders approve, on an advisory basis, the compensation of the Executives, as disclosed in the Company's Proxy Statement for the 2025 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and the other related disclosures.”

We encourage our shareholders to read the Compensation Discussion and Analysis section, along with the compensation tables and narrative discussion contained in this proxy statement. We believe that our Fiscal 2024 Executive compensation aligned with the objectives of our pay-for-performance compensation philosophy and with our financial performance and was effective in fulfilling the Compensation Committee’s compensation objectives.

Although the outcome of this annual vote is not binding on the Company, our Board or our Compensation Committee, our Board and our Compensation Committee value the opinion of our shareholders and will consider the results of the vote on this proposal when setting future compensation for our Executives.

The Board recommends that our shareholders vote FOR the approval, on an advisory basis, of the compensation paid to our Executives, as disclosed in this proxy statement.

Executive Compensation

Compensation Discussion and Analysis

Overview

This “Compensation Discussion and Analysis” section of the proxy statement is intended to help our shareholders understand our overall executive compensation programs, objectives, framework and elements and to discuss and analyze the compensation paid to our named executive officers shown in the Summary Compensation Table and in the other tables and narrative discussion that follow (the “Executives”), as determined and approved by the Compensation Committee (the “Committee”). The Committee maintains the following executive compensation governance practices, each of which reinforces our compensation philosophy and objectives:

Our Executives for Fiscal 2024

Our Executives and their positions at the end of Fiscal 2024 were:

This Compensation Discussion and Analysis focuses principally on the compensation paid to Mr. Worden, Mr. Edwards, Mr. Scibetta and Mr. Chilton. The compensation paid to Mr. Sifford is discussed on page 24.

Following the end of Fiscal 2024, certain executive officer changes occurred. On February 20, 2025, Mr. Chilton was promoted to Senior Executive Vice President – Chief Operating Officer. On February 25, 2025, Mr. Scibetta notified the Company that his retirement, which had been announced in October 2024, would occur on April 4, 2025. Mr. Scibetta was succeeded by Tanya E. Gordon, who was appointed the Company’s Executive Vice President – Chief Merchandising Officer and an executive officer of the Company, effective as of April 6, 2025.

Target Pay Mix

Total compensation for our Executives is primarily comprised of a mix of base salary, annual cash incentives and long-term equity-based compensation. The following charts show, with respect to our Chief Executive Officer and our other Executives, (i) base salary, (ii) target annual cash incentives under our Executive Incentive Compensation Plan (the “EICP”), and (iii) the grant date fair value of the PSUs and service-based RSUs granted to our Executives under our 2017 Equity Plan, each as a percentage of total target direct compensation, for Fiscal 2024. The other Executives include Messrs. Edwards, Scibetta and Chilton.

Fiscal 2024 Financial Results

The following table highlights comparisons of some of the key financial metrics that we use to evaluate our performance for the purposes of making compensation decisions. Fiscal 2023 consisted of 53 weeks due to the retail calendar we follow. All other years presented consisted of 52 weeks. ($ amounts in thousands except per share data)

In Fiscal 2024, our Net Sales were $1.203 billion, an increase of $27.0 million compared to Fiscal 2023. Fiscal 2023 contained a 53rd week of Net Sales totaling approximately $15 million, as described above. In Fiscal 2024, Net Sales otherwise increased approximately $42 million, or 3.7%. This increase resulted from continued growth from the Shoe Station banner’s 5.7 percent Net Sales increase and over $80 million in Net Sales from Rogan’s Shoes, Inc. (“Rogan’s), which we acquired in February 2024. We grew Net Sales during peak shopping periods throughout the year. These areas of growth were partially offset by a 3.9 percent comparable store decline, driven primarily by Shoe Carnival declines during non-event shopping periods.

Our Diluted Net Income per Share ("EPS") earned in Fiscal 2024 was $2.68 and flat compared to the $2.68 earned in Fiscal 2023.

Fiscal 2024 marked the fourth consecutive year our gross profit margin exceeded 35%. This higher margin has been achieved as part of our long-term growth strategy. As part of this strategy, we have invested significantly in acquisitions, our customer relationship management capabilities, our e-commerce infrastructure and modernization of our store fleet as key drivers of profitable growth.

We are now complementing this growth strategy with a rebanner strategy. During Fiscal 2024, a 10-store in-market test was completed, where we closed underperforming Shoe Carnival stores and opened new Shoe Station stores in those markets. Based upon the success of these ten rebanners, with sales and profit contribution, on an aggregated basis, over 10% higher at the new Shoe Station stores versus Shoe Carnival stores, we plan to rebanner 175 additional stores to the Shoe Station banner over the next 24 months. Once this phase is complete, we expect to operate 218 Shoe Station stores, representing 51% of our present store fleet.

Our Fiscal 2024 financial results, along with our financial results from Fiscal 2023 and our rebanner strategy, are more fully described in Item 1, “Business” and Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended February 1, 2025.

Compensation Philosophy and Objectives of the Overall Compensation Program

The Committee is responsible for establishing our compensation philosophy and strategies and has overall responsibility for approving and evaluating our executive compensation plans, policies and programs. Regarding most compensation matters, including Executive compensation, our Chief Executive Officer provides recommendations to the Committee. However, the Committee is solely responsible for setting Executive compensation and does not delegate this function.

Our compensation philosophy is to closely align the interests of our Executives with the interests of our shareholders. To accomplish this, we enact programs to attract, retain and motivate the finest talent possible at all levels of the organization. Our compensation programs are designed to reward our Executives for the achievement of short-term and long-term strategic and operational goals and the attainment of increased total shareholder return. We strive for our compensation program to be competitive, treat all employees fairly, consider the appropriate proportions of rewarding management and shareholders, and balance the

perception of other stakeholders regarding the competitiveness and reasonableness of our Executive compensation. The Committee does not have a specific policy for the allocation of compensation between short-term and long-term components or cash and equity-based compensation or a specific competitive pay positioning percentile. Our compensation programs emphasize financial stability and liquidity while increasing Net Sales, Operating Income and EPS.

Our compensation programs have the following characteristics:

The Committee, along with management, recognizes that the challenges faced by a retail organization require compensation programs to remain flexible to meet prevailing market conditions for key management roles. Determination of appropriate compensation for our Executives is subjective because the Committee does not believe that a purely formula-driven approach to compensation can adequately take into account all of the various aspects that will lead to our long-term success. We believe our management team continues to be driven to a higher level of performance by the pay-for-performance compensation philosophy embedded in our compensation programs.

Determination of Compensation Amounts

The Committee utilized Pearl Meyer to serve as its independent compensation consultant for Executive and director compensation matters from time to time in Fiscal 2022 and Fiscal 2023. Pearl Meyer advised the Committee with respect to the peer group utilized in setting Executive compensation for Fiscal 2022 and Fiscal 2023 and the design and structure of our annual cash incentive program and our long-term equity-based incentive compensation program, including a comparison of such programs to companies in the peer group.

Given the comprehensive peer group information and advice regarding the design and structure of our Executive compensation program provided by Pearl Meyer in both Fiscal 2023 and Fiscal 2022, the Committee decided not to engage Pearl Meyer to provide peer group data or to otherwise advise the Committee with respect to setting Fiscal 2024 Executive compensation. The advice and recommendations provided by Pearl Meyer in Fiscal 2023 and Fiscal 2022 served as the foundation of the Committee’s approach to Executive compensation for Fiscal 2024, including keeping the peer group the same as that used in Fiscal 2023.

In setting Fiscal 2024 compensation, the Committee reviewed compensation information for individuals in comparable positions at the companies in our peer group, as set forth in the proxy statements for such companies available prior to the Committee’s meeting in March 2024, as well as incremental public disclosures. This information was compiled by management at the Committee’s request and was used by the Committee to determine the reasonableness and competitiveness of our Executive compensation practices. The Committee also reviewed tally sheets for each Executive and other compensation information specific to each Executive. Although the Committee reviewed the compensation data of the peer group companies in setting Fiscal 2024 compensation, it did not rely solely on the peer group data in developing Fiscal 2024 compensation decisions.

The peer group utilized in setting Fiscal 2024 compensation was the same peer group utilized in setting Fiscal 2023 compensation and consisted of the following companies, which are similarly sized retailers, with an emphasis on footwear retailers:

Impact of Say-on-Pay Vote on our Executive Compensation Decisions in Fiscal 2024

At our 2023 annual meeting, the annual say-on-pay vote received approximately 99% shareholder approval. As a result of this strong shareholder support, the Committee made no material changes to our Executive compensation programs approved for Fiscal 2024 because of the 2023 say-on-pay vote. The say-on-pay vote held at our 2024 annual meeting also received approximately 99% shareholder approval. The Committee continues to work with our investor relations professionals to ensure that our Executive compensation programs and governance oversight protocols are responsive to our shareholders’ needs.

When determining how often to hold say-on-pay votes, the Board considered the strong preference for an annual vote expressed by our shareholders at our 2023 annual meeting. Accordingly, the Board determined that we will hold say-on-pay votes on an annual basis until the next say-on-pay frequency vote, which will be held at our 2029 annual meeting.

Compensation Program Components, Why Each Component is Chosen, How Each Component Relates to Our Compensation Philosophy and Objectives and Fiscal 2024 Outcomes

On March 13, 2024, the Committee set Executive compensation levels for Fiscal 2024. The Committee completed its review and approval of the Fiscal 2024 corporate goals and objectives relevant to Executive compensation, evaluated each Executive’s individual performance as well as their collective performance considering the prior year internal goals and set Executive compensation for Fiscal 2024 based on this evaluation.

Base Salary

Base salary provides for fixed compensation and rewards the core competencies of each Executive relative to job responsibilities, skill set, industry experience, tenure and individual performance. The Committee also considers the Company’s overall performance and peer group data for comparable positions when setting base salaries. Base salary serves as the base amount from which other compensation elements are determined, such as target annual cash incentives.

The base salary for Fiscal 2024 for each of the Executives listed below was approved as follows:

Annual Cash Incentives under the EICP

The EICP is a performance-based cash incentive program, which is designed to reward members of our management team, including our Executives, for meeting financial goals. Performance targets may be based on one or more specified business criteria and performance periods may be for one or more full fiscal years or for a spring or fall season.

On March 13, 2024, the Committee established the performance criteria and targets for a cash bonus that all officers, including the Executives, could earn under the EICP based on our operating income for Fiscal 2024, calculated in accordance with U.S. generally accepted accounting principles (“Operating Income”). At that time, the Committee also established the threshold, target and maximum performance levels, with payout for performance between threshold and target and between target and maximum Operating Income to be interpolated.

The Operating Income business criteria was first selected by the Committee in 2017, and after considering our current business strategy, the Committee determined that using Operating Income remained appropriate for evaluating our performance for Fiscal 2024.

When setting the threshold, target and maximum performance levels, the Committee utilized financial projections prepared by management. These projections incorporated various assumptions related to the Rogan’s acquisition, comparable store sales, gross profit, new store openings, store closings and selling, general and administrative expense levels. These projections also incorporated known risk factors inherent with the economic retail climate and reflected both the challenges and opportunities facing the Company, including the economic conditions impacting the financial health of our customer base and risks and opportunities from the recent acquisition of Rogan’s.

Given these projections, risks and uncertainties, the Committee determined that the target Operating Income for Fiscal 2024 should be set at approximately 98% of our Fiscal 2023 Operating Income, or $92.020 million. Upon the attainment of target Operating Income for Fiscal 2024, each Executive would earn the target bonus.

Consistent with recommendations received in Fiscal 2023 from Pearl Meyer, the Committee approved EICP threshold, target and maximum incentive opportunities to provide additional focus on driving annual Operating Income results, as follows:

The following table sets forth the percentage of salary each Executive could earn based upon the attainment of the various levels of Operating Income in Fiscal 2024, and the resulting EICP payout.

Additional Bonuses

No discretionary bonuses were awarded by the Committee to Executives during Fiscal 2024.

Long-Term Equity-Based Incentives under the 2017 Equity Plan

Equity compensation is an important element in the overall compensation of our Executives and other key employees. These awards vest over time and/or upon the achievement of performance goals, supporting executive retention while motivating leaders to navigate challenging periods and drive long-term performance improvement. Since June 2017, long-term equity-based incentive awards have been granted to our Executives pursuant to the 2017 Equity Plan, at the discretion of the Committee.

On March 13, 2024, the Committee granted a combination of PSUs and service-based RSUs as equity-based incentive compensation to members of our management, including our Executives. Consistent with foundational recommendations from Pearl Meyer in Fiscal 2023 and to improve Executive attraction and retention goals, for Fiscal 2024 the Committee continued with the mix of long-term equity awards, vesting periods and payout opportunities utilized in Fiscal 2023, with one exception noted below with respect to the vesting of the service-based RSUs.

The Committee determined that approximately 60% of the total grant date fair value of the Fiscal 2024 equity awards granted to the Executives, at the target level of performance, would be PSUs and approximately 40% would be service-based RSUs. The Committee determined that the equity grant mix created an appropriate, market-competitive balance between aligning executive rewards with long-term shareholder value creation and incenting Executive retention in a very competitive and highly volatile market.

The target number of PSUs and the service-based RSUs granted to our Executives for Fiscal 2024 were as follows:

PSUs

The Committee chose to continue to use EPS as the performance measure for the PSUs. Given the uncertainty impacting the economic health of our customer base, including the impact of inflation on discretionary spending, and our recent acquisition of Rogan’s, the Committee decided to continue using a one-year performance period (Fiscal 2024) as the measurement period for the PSUs. After taking into consideration the potential dilutive effect of the PSUs on our shareholders, the Committee authorized a range of goals at threshold, target, and maximum levels of performance, and set the percentage of the number of PSUs that may be earned at 25% for threshold performance and at 175% for maximum performance, consistent with Fiscal 2023.

The EPS target of $2.60 was set by the Committee at approximately 97% of the EPS earned in Fiscal 2023. The financial projections and related risks and uncertainties considered by the Committee when establishing the performance criteria and range of potential outcomes for the PSUs were the same as those used in its determination of annual cash incentives under the EICP and the determination to use a one year performance measurement period, as described above.

The Committee authorized that a payout for performance between threshold and target and between target and maximum EPS would be interpolated. Performance below the threshold level would result in forfeiture of all PSUs and any dividend equivalents accrued on such PSUs. The Committee determined to adjust the threshold goal, so that no PSUs would be earned if Fiscal 2024 EPS did not equal or exceed $2.50 (96% of target). The maximum performance goal was set at 115% of the target performance goal, consistent with the maximum performance goal for our annual cash incentives under the EICP for Fiscal 2024.

Consistent with the vesting period utilized in Fiscal 2023, and to further strengthen the retention value of the awards, any PSUs that were earned would cliff vest three years after the grant date on March 31, 2027, provided that the Executive maintained continuous service with us through such date.

The following table sets forth the percentage of target PSUs each Executive would receive based upon the attainment of the various levels of Fiscal 2024 EPS, and the resulting PSU payout.

RSUs

The service-based RSUs granted on March 13, 2024 to Executives will be fully vested after three years, with one-half vesting on March 31, 2026 and one-half vesting on March 31, 2027, provided that the Executive maintains continuous service with us through such dates. To further strengthen retention and to better align with peer group data, this vesting period represented a change from that used in Fiscal 2023, when RSUs vested one-third after two years and two-thirds after three years, also subject to continued service.

Other Benefits

We provide the Executives with health and welfare programs, a 401(k) retirement plan and employee benefit plans, programs and arrangements generally available to all employees. We also provide the Executives, along with our other officers, other executive benefit programs and perquisites in order to provide a competitive executive compensation program and to foster executive retention, including an executive life insurance program, an executive long-term disability program, additional medical benefits and a nonqualified deferred compensation plan. In addition, we provide for an automobile allowance for certain Executives and our Chief Executive Officer is eligible for limited personal utilization of the Company-provided aircraft. These other executive benefit programs and perquisites were not changed from Fiscal 2023. Details of our perquisites are contained in footnote 5 to the Summary Compensation Table.

Compensation Decisions Impacting Clifton E. Sifford, the Executive Vice Chairman of our Board and a Named Executive Officer

On September 30, 2021, we entered into a letter agreement with Mr. Sifford (the “Letter Agreement”), setting forth the terms of his at-will employment as Executive Vice Chairman of the Board. For his service as Executive Vice Chairman, Mr. Sifford’s annual compensation is $300,000, of which $150,000 is paid in cash and $150,000 is paid in the form of an equity award granted under the 2017 Equity Plan on the date of the annual shareholders’ meeting. Mr. Sifford is also due a monthly stipend of $2,957.

Mr. Sifford was awarded 4,072 shares of restricted stock under the 2017 Equity Plan on June 25, 2024. The restrictions on this restricted stock award lapsed on January 2, 2025. Cash dividends were also paid to Mr. Sifford in Fiscal 2024 upon the vesting of this restricted stock award.

Decisions Regarding our Executive Compensation Programs for Fiscal 2025

In the fourth quarter of Fiscal 2024, the Committee engaged Meridian to serve as its independent compensation consultant. Meridian advised the Committee with respect to the design and structure of our annual cash incentive program and our long-term equity-based incentive compensation program, including a comparison of such programs to companies in the peer group.

On March 13, 2025, the Committee approved our Executive compensation for Fiscal 2025 after taking into consideration Meridian’s advice and recommendations. Changes made to our compensation programs for Fiscal 2025 include the following:

Compensation Recovery Policy

On June 19, 2023, the Board, based on the recommendation of the Committee, adopted an amended and restated policy providing for the recoupment of certain incentive compensation awarded to our current and former “officers,” as defined in Section 16a-1(f) of the Exchange Act, which includes our Executives. The policy was amended and restated to align with Nasdaq’s final listing standards with respect to compensation recovery policies that were finalized during 2023.

The policy applies to an accounting restatement due to the material noncompliance of the Company with any financial reporting requirements under the securities laws. Other than in the case of certain limited exceptions, promptly following such an accounting restatement, the Committee is to determine the excess of the amount of incentive-based compensation received by a covered executive officer during a three-fiscal-year lookback period over the amount of incentive-based compensation that otherwise would have been received based on the restated financial results, computed without regard to any taxes paid. The Company is to provide notice of this amount to each covered executive officer, who must promptly repay or return that excess compensation.

The policy also applies to fraud or intentional misconduct committed by a covered executive officer that results in a violation of law and that causes significant financial or reputational harm to the Company. To the extent deemed appropriate by the Committee, the Company will seek recovery or repayment of a covered executive officer’s incentive compensation that is awarded, vested or paid, is scheduled to be vested or paid or is currently in a performance measurement period, calculated net of taxes paid or payable by the executive officer. The time period for such recoupment includes the fiscal year in which the fraud or illegal misconduct occurred, the three fiscal years preceding such fiscal year and any fiscal years subsequent to such fiscal year.

In addition to our internal policy, the Sarbanes-Oxley Act of 2002 subjects our Chief Executive Officer and our Chief Financial Officer to forfeiture of incentive compensation and profits from the sale of stock in the event of an accounting restatement associated with non-compliance, because of misconduct, with any financial reporting requirement under the securities laws.

Termination and Change in Control Arrangements

On November 1, 2024, we entered into an Amended and Restated Employment and Noncompetition Agreement with Mr. Worden (the “Amended Worden Agreement”). The Board of Directors and Mr. Worden agreed to extend the term of his employment agreement through October 31, 2029, with automatic one-year renewals thereafter, providing for continuity in the Chief Executive Officer role.

On November 1, 2024, we also entered into amended and restated employment and noncompetition agreements with Messrs. Edwards, Chilton and Scibetta (collectively, the “Other Executive Officer Amended Agreements” and, together with the Amended Worden Agreement, the “Amended Agreements”). The Other Executive Officer Amended Agreements provided for an initial one-year term, commencing on November 1, 2024 and ending on October 31, 2025, with automatic one-year renewals thereafter.

These Amended Agreements were entered into following a comprehensive review by the Committee of the Company’s existing employment agreements, stock unit agreements, and cash and equity incentive compensation plans and arrangements with our Executives. This review was done in the normal course, not in contemplation of any change in control or other transaction.

The Amended Agreements modified the terms of each respective Executive’s superseded employment agreement to, among other things:

We have not utilized an “excise tax gross-up” provision related to a change in control in our employment agreements for some time and have no intention of reintroducing one.

Other changes made to the Other Executive Officer Agreements included aligning the payout Mr. Edwards would receive upon a termination without cause or for good reason or upon a timely qualifying termination

with payouts due to Messrs. Chilton and Scibetta and aligning the definitions of “cause,” “good reason” and “accrued obligations” among the Other Executive Officer Amended Agreements.

On November 1, 2024, in connection with the approval of the Amended Agreements, the Committee and the Board of Directors also approved amendments to the 2017 Equity Plan to add exceptions to the definition of “Change in Control” set forth in the 2017 Equity Plan for (i) any acquisition of securities of the Company by certain natural persons, entities or groups (“Exchange Act Persons”) who beneficially own 30% or more of our common stock on November 1, 2024; and (ii) certain acquisitions triggered by the death of certain Exchange Act Persons who beneficially own 10% or more of the Company’s common stock on November 1, 2024 (the “Additional Change in Control Exceptions”).

On the same date, the Committee and the Board of Directors approved certain amendments to the EICP to (i) eliminate certain references to Section 162(m) of the Code, which were no longer applicable, and (ii) revise the maximum individual bonus provision to provide that the maximum bonus that may be paid to an executive officer under the EICP for any fiscal year shall not exceed 300% of his or her base salary for the fiscal year and to eliminate the maximum aggregate bonus that may be paid to an executive officer under the EICP during the term of the plan.

On November 1, 2024, the Compensation Committee also approved amendments to Section 3(b)(3) of each of the award agreements governing the RSUs granted to Messrs. Worden, Edwards, Chilton and Scibetta in Fiscal 2022, 2023 and 2024 to provide for the immediate vesting of all unvested RSUs upon the occurrence of a change in control.

Further information on our termination and change in control arrangements and amounts payable to our Executives in the event of termination, including upon a change in control, is contained under the section “Termination and Change in Control Arrangements” beginning on page 36 of this proxy statement.

Stock Ownership Guidelines

Under our stock ownership guidelines, our Chairman of the Board, our Vice Chairman and our Chief Executive Officer are each required to own shares valued at three times their annual base salary, with all other executive officers required to own shares valued at two times their annual base salary. Unvested and vested shares of restricted stock, RSUs or PSUs awarded as a new hire inducement are not counted toward the ownership requirements except for the Chief Executive Officer, who can elect to have such inducement award count toward the requirements.

Unless otherwise determined by the Committee, until an executive officer has reached the ownership requirement, he or she must retain 50% of the net-after tax shares received upon the exercise, vesting or settlement of any form of equity-based compensation award. The value of stock holdings is determined based on the average daily closing price of our common stock during the 30-day period ending on the date of valuation determination.

The Committee is responsible for monitoring the application of the stock ownership guidelines and evaluating whether each executive officer has met his or her ownership goal annually. The Committee reviewed the current ownership valuation for each of our executive officers at its March 2025 meeting, using a valuation date of February 1, 2025, our Fiscal 2024 year end. Of our executive officers, Messrs. Weaver, Sifford, and Scibetta met the ownership requirements as of that valuation date.

Equity Award Grant Practices

Policy on Hedging and Pledging of Common Stock

Pursuant to our Corporate Governance Guidelines, our directors and executive officers are prohibited from holding Company securities in a margin account or otherwise pledging Company securities as collateral for a loan. In addition, our directors and executive officers are prohibited from (a) purchasing any financial instruments, or otherwise engaging in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of Company securities that such individual holds, directly or indirectly; and (b) conducting short sales of Company securities. This restriction does not preclude our directors and executive officers from engaging in general portfolio diversification or investing in broad-based index funds.

Other Compensation-Related Matters

Section 409A of the Internal Revenue Code provides certain requirements for deferred compensation arrangements. Those requirements, among other things, limit flexibility with respect to the time and form of payment of deferred compensation. We made modifications to our plans and our employment agreements with our Executives such that payments or awards under those arrangements either are intended to not constitute “deferred compensation” for Section 409A purposes (and will thereby be exempt from Section 409A’s requirements) or, if they constitute “deferred compensation,” are intended to comply with the Section 409A statutory provisions and final regulations.

Compensation Committee Report

We have reviewed and discussed with Company management the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K under the Exchange Act. Based on the review and discussion referred to above, we recommended to the Board that the Compensation Discussion and Analysis be included in our Annual Report on Form 10-K for the fiscal year ended February 1, 2025 and our proxy statement for the 2025 annual meeting of shareholders for filing under the Exchange Act.

Compensation-Related Risk Assessment

In March 2025, our Compensation Committee reviewed our compensation policies and practices for all employees, including our Executives, and the risks that could arise from our compensation policies and practices. As part of the Compensation Committee’s review, it noted the following factors that reduce the likelihood of excessive risk-taking:

Some of our non-executive employees are eligible to receive bonuses and equity awards. With respect to the non-executive officer employees who receive bonus awards or performance-based equity awards, the performance criteria and targets are not unreasonable or clearly unattainable without excessive risk-taking.

Based on these factors, the Compensation Committee believes that our compensation policies and practices encourage behaviors that are aligned with the Company’s long-term interests, and that any short-term incentives do not make up a significant portion of compensation and do not encourage our employees to take risks for short-term gain. As a result, the Compensation Committee determined that any risks arising from our compensation policies and practices are not reasonably likely to have a material adverse effect on the Company.

Summary Compensation Table

The following table sets forth a summary of the compensation paid by us for services rendered in all capacities to us by each of our Executives for Fiscal 2024, Fiscal 2023 and Fiscal 2022.

Grants of Plan-Based Awards

The following table sets forth information with respect to the non-equity and equity grants of plan-based awards made during Fiscal 2024 to each Executive.