CALERES INC Stock Compensation Disclosure

16.   SHARE-BASED COMPENSATION

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The Company has share-based incentive compensation plans under which certain officers, employees and members of the Board of Directors are participants and may be granted restricted stock, stock performance awards, restricted stock units and stock options.

ASC 718, Compensation – Stock Compensation, and ASC 505, Equity, require companies to recognize compensation expense in an amount equal to the fair value of all share-based payments granted to employees over the requisite service period for each award.  In certain limited circumstances, the Company’s incentive compensation plan provides for accelerated vesting of the awards, such as in the event of a change in control, qualified retirement, death or disability.  The Company has a policy of issuing treasury shares in satisfaction of share-based awards.

Share-based compensation expense of $12.4 million, $15.1 million and $14.8 million was recognized in 2025, 2024 and 2023, respectively, as a component of selling and administrative expenses.  The following table details the share-based compensation expense by plan for 2025, 2024 and 2023:

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The Company issued 518,248, 80,069 and 537,267 shares of common stock in 2025, 2024 and 2023, respectively, for restricted stock grants, stock performance awards issued to employees and common and restricted stock issued to non-employee directors, net of forfeitures and shares withheld to satisfy the tax withholding requirement.

The Company recognized excess tax benefits of $1.0 million, $2.6 million and $3.1 million in 2025, 2024 and 2023, respectively, related to restricted stock vestings and dividends and performance share award vestings.  The excess tax benefit or provision for the respective periods were recorded in income tax provision on the Company’s consolidated statements of earnings.

Restricted Stock

Under the Company’s incentive compensation plans, restricted stock of the Company may be granted at no cost to certain officers, key employees and directors.  Plan participants are entitled to cash dividends and voting rights for their respective shares.  The restricted stock awards limit the sale or transfer of these shares during the requisite service period.  Expense for restricted stock grants is recognized on a straight-line basis separately for each vesting portion of the stock award based upon the fair value of the award on the date of grant.  The fair value of the restricted stock grants is the quoted market price for the Company’s common stock on the date of grant.

The following table summarizes restricted stock activity for 2025, 2024 and 2023:

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Of the 958,010 restricted shares granted during 2025, 48,524 have a cliff-vesting term of one year and 909,486 have a graded vesting term of three years, with 50% vesting after two years and 50% after three years. Of the 346,686 restricted shares granted during 2024, 13,692 shares have a cliff-vesting term of one year and 332,994 shares have a graded-vesting term of three years, with 50% vesting after two years and 50% after three years.  Of the 603,121 restricted shares granted during 2023, 23,268 shares have a cliff-vesting term of one year, 7,000 shares have a graded vesting term of three years,

with 50% vesting after eighteen months and 50% after three years, 5,800 shares have a graded-vesting term of two years and 567,053 shares have a graded-vesting term of three years, with 50% vesting after two years and 50% after three years.

The total grant date fair value of restricted stock awards vested during the years ended January 31, 2026, February 1, 2025 and February 3, 2024 was $13.8 million, $13.0 million and $7.0 million, respectively.  The total fair value of restricted stock awards that vested during the years ended January 31, 2026, February 1, 2025 and February 3, 2024 was $9.3 million, $23.1 million and $12.2 million, respectively.  As of January 31, 2026, the total remaining unrecognized compensation cost related to nonvested restricted stock grants was $11.4 million, which will be amortized over the weighted-average remaining requisite service period of approximately 1.2 years.

Performance Share Awards

Under the Company’s incentive compensation plans, common stock or cash may be awarded at the end of the performance period at no cost to certain officers and key employees if certain financial goals are met.  Under the plan, employees are granted performance share awards at a target number of shares or units, which generally vest over a three-year service period.  At the end of the vesting period, the employee will have earned an amount of shares between 0% and 200% of the targeted award, depending on the attainment of certain financial goals for the service period and individual achievement of strategic initiatives over the cumulative period of the award.  If the awards are granted in units, the employee will be given an amount of cash ranging from 0% to 200% of the equivalent market value of the targeted award.  Expense for performance share awards is recognized based upon the fair value of the awards on the date of grant and the number of shares or cash that are probable to be awarded on a straight-line basis for each performance period of the share award.

During 2024, the Company granted performance share awards for a targeted 165,854 shares, with a weighted-average grant date fair value of $41.05 in connection with the 2024 performance award (2024 – 2026 performance period).  During 2023, the Company granted performance share awards for a targeted 276,434 shares, with a weighted-average grant date fair value of $23.12 in connection with the 2023 performance award (2023 – 2025 performance period).  The 2024 and 2023 performance awards are payable in common stock for up to 100% of the targeted award and the remainder in cash if any portion exceeds the targeted award.  Compensation expense is recognized based on the fair value of the award and the number of shares or units that are probable to be awarded for each tranche in accordance with the vesting schedule of the units over the three-year service period.

During 2025, the Company granted long-term incentive awards payable in cash for the 2025-2027 performance period, with a target value of $6.7 million and a maximum value of $13.4 million.  This award, which vests after a three-year period, is dependent upon the attainment of certain financial goals of the Company for each of the three years and individual achievement of strategic initiatives over the cumulative period of the award.  The estimated value of this award, which is reflected within other liabilities on the consolidated balance sheet as of January 31, 2026, is being accrued over the three-year performance period.

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The following table summarizes performance share award activity for 2025, 2024 and 2023:

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The total fair value of performance share awards that vested during the years ended January 31, 2026, February 1, 2025 and February 3, 2024 was zero, zero and $13.8 million, respectively.  As of January 31, 2026, the remaining unrecognized compensation cost related to nonvested performance share awards for the 2023 and 2024 performance awards was $0.6 million, which will be recognized over the remaining service period of 0.5 years.

During 2022, the Company granted long-term incentive awards payable in cash for the 2022-2024 performance period, with a target value of $8.3 million and a maximum value of $16.6 million.  This award, which vested after a three-year period, was dependent upon the attainment of certain financial goals of the Company for each of the three years and individual achievement of strategic initiatives over the cumulative period of the award.  The estimated value of this award, which is reflected within other accrued expenses on the consolidated balance sheets, was being accrued over the three-year performance period.  

Restricted Stock Units for Non-Employee Directors

Equity-based grants may be made to non-employee directors in the form of restricted stock units (“RSUs”) payable in cash or common stock at no cost to the non-employee director.  The RSUs are subject to a vesting requirement (usually one year), earn dividend equivalent units and are payable in cash or common stock on the date the director terminates service or such earlier date as a director may elect, subject to restrictions, based on the then current fair value of the Company’s common stock.  Dividend equivalents are paid on outstanding RSUs at the same rate as dividends on the Company’s common stock, are automatically re-invested in additional RSUs and vest immediately as of the payment date for the dividend.  Expense related to the initial grant of RSUs is recognized ratably over the vesting period based upon the fair value of the RSUs.  The RSUs payable in cash are remeasured at the end of each period.  Expense for the dividend equivalents is recognized at fair value immediately.  Gains and losses resulting from changes in the fair value of the RSUs payable in cash subsequent to the vesting period and through the settlement date are recognized in the Company’s consolidated statements of earnings.  Refer to Note 6 and Note 14 to the consolidated financial statements for information regarding the deferred compensation plan for non-employee directors.

The following table summarizes restricted stock unit activity for the year ended January 31, 2026:

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The following table summarizes RSUs granted, vested and settled during 2025, 2024 and 2023:

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The following table details the RSU compensation (income) expense and the related income tax provision (benefit) for 2025, 2024 and 2024:

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The aggregate fair value of RSUs outstanding and currently vested at January 31, 2026 is $6.6 million and $5.7 million, respectively.  The liabilities associated with the accrued RSUs totaled $0.8 million and $1.1 million as of January 31, 2026 and February 1, 2025, respectively.