EX-10.C 2 scvl_ex10-c.htm EX-10.C

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. 2015 Base Salary

The Committee increased the base salary of Mr. Scibetta to reflect his increased responsibilities, and his achievements related to successfully managing our inventories and our new product initiatives. The following base salaries are effective for the Company’s named executive officers for fiscal 2015:

Name |  | Title |  | Base Salary |
Clifton E. Sifford |  | President, Chief Executive Officer and Chief Merchandising Officer |  | $ | 575,000 |
W. Kerry Jackson |  | Senior Executive Vice President, Chief Operating and Financial Officer and Treasurer |  | $ | 520,000 |
Timothy T. Baker |  | Executive Vice President - Store Operations |  | $ | 500,000 |
Carl N. Scibetta |  | Executive Vice President – General Merchandise Manager |  | $ | 400,000 |
Kathy A. Yearwood |  | Senior Vice President – Controller and Chief Accounting Officer |  | $ | 225,000 |

2. Grants of Restricted Stock and Stock Options

The Committee approved grants of restricted stock to all of the Company's named executive officers and other key personnel under the Shoe Carnival, Inc. 2000 Stock Option and Incentive Plan. Grants to the Company's named executive officers were as follows:

Name | Shares Awarded
Clifton E. Sifford |  | 30,868
W. Kerry Jackson |  | 20,579
Timothy T. Baker |  | 16,433
Carl N. Scibetta |  | 16,433
Kathy A. Yearwood |  | 8,232

The restricted shares will vest upon the achievement of specified levels of annual earnings per diluted share during a six-year period.

3. Annual Incentive Compensation for Fiscal 2015

The Committee established the performance criteria and targets for the fiscal 2015 bonus payable in fiscal 2016 under the Company's 2006 Executive Incentive Compensation Plan. The performance criterion is operating income before bonus expense. Subjective factors based on an executive's individual performance can reduce an executive's

bonus. As Chief Executive Officer, Mr. Sifford's bonus target is 80% of his salary but he can earn up to 125% of his salary if all performance targets are met. The bonus target for Messrs. Baker, Jackson, and Scibetta is 60% of their salary but they can earn up to 100% of their salary if all performance targets are met. The bonus target for Ms. Yearwood is 40% of her base salary but she can earn up to 60% of her salary if all performance targets are met.

4. Director's Compensation

The Company pays to non-employee Directors an annual cash retainer of $45,000. Committee chairs receive an additional annual cash retainer as follows: $15,000 for the Audit Committee and $7,500 each for the Compensation Committee and the Nominating and Corporate Governance Committee. The Company’s Lead Director receives additional annual compensation of $3,000. All amounts paid to the non-employee Directors are to be paid quarterly in arrears. The Company also reimburses all Directors for all reasonable out-of-pocket expenses incurred in connection with meetings of the Board.

Non-employee Directors will annually receive restricted shares valued at $45,000 as of the date of grant under the 2000 Plan. The restrictions on the shares lapse on January 2nd of the year following the year in which the grant was made.