EX-10.C 2 scvl-ex10c_52.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. 2019 Base Salary

The Committee approved increases to the base salaries of each of the executive officers set forth below. The following base salaries are effective for the Company’s executive officers for fiscal 2019:

Name |  | Title |  | Base Salary |
Clifton E. Sifford |  | President and Chief Executive Officer |  | $ | 716,000 |
W. Kerry Jackson |  | Senior Executive Vice President, Chief Operating and Financial Officer and Treasurer |  | $ | 583,500 |
Timothy T. Baker |  | Executive Vice President - Store Operations |  | $ | 562,500 |
Carl N. Scibetta |  | Executive Vice President – Chief Merchandising Officer |  | $ | 530,500 |
Mark J. Worden |  | Executive Vice President – Chief Strategy and Marketing Officer |  | $ | 530,500 |

The base salary for J. Wayne Weaver, Chairman of the Board, remained at $300,000 for fiscal 2019.

2. Director's Compensation

The Company pays the following to its non-employee Directors:

Annual Cash Retainer |  | $60,000
Annual Committee Chair Cash Retainer |  |
•Audit Committee |  | $15,000
•Compensation Committee |  | $10,000
•Nominating and Governance Committee |  | $7,500
Annual Committee Member Cash Retainer (including Chairs) |  |
•Audit Committee |  | $10,000
•Compensation Committee |  | $7,500
•Nominating and Governance Committee |  | $5,000
Annual Lead Director Cash Retainer |  | $15,000

Non-employee Directors will annually receive a stock award valued at $60,000 as of the date of grant under the Company’s equity incentive plan. The restrictions on the stock award lapse on January 2nd of the year following the year in which the grant was made.

The Company also reimburses all Directors for all reasonable out-of-pocket expenses incurred in connection with meetings of the Board.