Stage Stores, Inc.

~~10201 Main Street~~2425 West Loop South

Houston, Texas ~~77025~~77027

PROXY STATEMENT

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors (“Board”) of Stage Stores, Inc., a Nevada corporation (“we”, “our”, “us” and ~~“Stage Stores”~~“Stage”), for use at the ~~2015~~2016 Annual Meeting of Shareholders to be held at our corporate ~~offices~~office located at ~~10201 Main Street,~~2425 West Loop South, Houston, Texas ~~77025,~~77027, on June ~~11, 2015,~~2, 2016, beginning at ~~1:00 p.m.~~8:30 a.m. CDT (“Annual Meeting”). On or about ~~May 1, 2015,~~April 22, 2016, we began mailing to our shareholders of record at the close of business on April ~~13, 2015,~~4, 2016, a Notice of Internet Availability containing instructions on how to access the Notice of Annual Meeting of Shareholders, this Proxy Statement and our Annual Report to Shareholders for ~~2014.~~2015.

Unless otherwise noted, references in this Proxy Statement to a particular year correspond to our fiscal year. For example, ~~“2012” refers to our fiscal year ended February 2, 2013,~~ “2013” refers to our fiscal year ended February 1, 2014, “2014” refers to our fiscal year ended January 31, 2015, “2015” refers to our fiscal year ended January 30, 2016, and ~~“2015”~~“2016” refers to our fiscal year ending January ~~30, 2016.~~28, 2017.

ABOUT THE ANNUAL MEETING

Purpose of the Annual Meeting

At the Annual Meeting, shareholders will act upon the matters outlined in the Notice of Annual Meeting of Shareholders included with this Proxy Statement. Specifically, shareholders will be asked to: (1) elect as directors the ~~ten~~nine nominees named in this Proxy Statement; (2) approve ~~the Stage Stores Executive Performance Incentive Bonus Plan~~an amendment to our Amended and Restated Bylaws (“~~Performance Bonus Plan”~~Bylaws”); to implement a majority voting standard in uncontested director elections; (3) approve, on an advisory basis, the compensation of our named executive officers, as disclosed in this Proxy Statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and the narrative discussion accompanying the tables; (4) ratify the appointment of Deloitte & Touche LLP as our independent registered accounting firm for ~~2015;~~2016; and (5) transact such other business as may properly come before the Annual Meeting.

Voting Securities and Shareholder Voting Rights

Our voting securities consist of $0.01 par value per share of common ~~shares.~~stock. Only those shareholders of record at the close of business on April ~~13, 2015 (“Record Date”)~~4, 2016 (Record Date) are entitled to receive notice of, and to vote at, the Annual Meeting. On the Record Date, there were ~~31,921,957~~26,933,392 outstanding shares of our common stock and holders of an additional ~~562,093~~1,109,667 shares of vested and unvested restricted stock with voting rights. Each ~~such~~ share of our outstanding common stock and unvested restricted stock entitles the holder thereof to one vote on each matter to be voted upon at the Annual Meeting or any postponement or adjournment thereof. Treasury shares are not voted.

Individual votes of shareholders are kept private, except as appropriate to meet legal requirements. Access to proxies and other individual shareholder voting records is limited to our inspector of election and certain of our employees and agents who must acknowledge their responsibility to comply with this policy of confidentiality.

A list of the record holders entitled to vote at the Annual Meeting will be available for inspection at the Annual Meeting. All voting at the Annual Meeting will be governed by our Amended and Restated Articles of Incorporation (Articles of Incorporation), our ~~Amended and Restated By-Laws~~Bylaws and the applicable laws of the State of Nevada.

Registered Shareholders and Beneficial Shareholders

If our common shares are registered in your name directly with our transfer agent, you are considered, with respect to those common shares, a holder of record (which we also refer to as a registered shareholder). If you hold our common shares in a brokerage account or through a bank or other holder of record, you are considered the beneficial shareholder of the common shares, which are often referred to as held in “street name.”

Internet Availability of Proxy Materials

In accordance with rules adopted by the Securities and Exchange Commission (“SEC”), instead of mailing a printed copy of our proxy materials to each shareholder of record, we are permitted to furnish our proxy materials, including the Notice of Annual Meeting of Shareholders, this Proxy Statement, our 2015 Annual Report to Shareholders and our Annual Report ~~to Shareholders,~~on Form 10-K for 2015, by providing access to those documents on the Internet. Generally, shareholders will not receive printed copies of the proxy materials unless they request them.

A Notice of Internet Availability that provides instructions for accessing our proxy materials on the Internet was mailed directly to registered shareholders. The Notice of Internet Availability also provides instructions regarding how registered shareholders may vote their common shares on the Internet. Registered shareholders who prefer to receive a paper or email copy of our proxy materials should follow the instructions provided in the Notice of Internet Availability for requesting those materials.

~~A notice that directs our beneficial shareholders to the website where they can access our proxy materials should be forwarded to each beneficial shareholder by the~~The broker, bank or other holder of record who is considered the registered shareholder with respect to ~~the~~ common shares ofwill forward to the beneficial ~~shareholder.~~shareholder of those common shares a notice that directs the beneficial shareholder to the website where our proxy materials may be accessed. That broker, bank or other holder of record should also provide to the beneficial shareholders instructions on how the beneficial shareholders may request a paper or email copy of our proxy materials. Beneficial shareholders have the right to direct their broker, bank or other holder of record on how to vote their common shares by following the voting instructions they receive from their broker, bank or other holder of record.

To enroll in the electronic delivery service for future shareholder meetings, use your Notice of Internet Availability (or proxy card, if you received printed copies of the proxy materials) to register online at www.envisionreports.com/SSI and, when prompted, indicate that you agree to receive or access shareholder communications electronically in future years.

How to Vote

As a Registered Shareholder

After receiving the Notice of Internet Availability (or proxy card, if you received printed copies of the proxy materials), registered shareholders are urged to visit www.envisionreports.com/SSI to access our proxy materials and vote online. When voting online, you must follow the instructions posted on the website and you will need the control number included on your Notice of Internet Availability (or proxy card, if applicable). Registered shareholders may also vote by telephone by calling 1-800-652-8683, by completing and mailing a proxy card (if you received printed copies of the proxy materials), or by written ballot at the Annual Meeting. If, after receiving the Notice of Internet Availability, you request (via online, toll-free telephone number or e-mail) that we send you paper or electronic copies of our proxy materials, you may vote your common shares by completing, dating and signing the proxy card included with the materials and returning it in accordance with the instructions provided.

If you vote online, by telephone or by mail, your vote must be received by 11:59 p.m. EDT on June ~~10, 2015,~~1, 2016, the day before the Annual Meeting.

If you timely and properly submit your vote, your common shares will be voted as you direct. If you return or otherwise complete your proxy card, but you do not indicate your voting preferences, the proxies will vote your shares FOR each of Item 1 (Election of Directors), Item 2 ~~(Approval of Performance Bonus Plan)~~(Amendment to Bylaws), Item 3 (Advisory Vote to Approve Executive Compensation) and Item 4 (Ratification of the Appointment of Deloitte & Touche LLP) and in their discretion for such other matters as may properly come before the Annual Meeting.

A registered shareholder may revoke a proxy at any time before it is exercised by filing with our Inspector of Election a written notice of revocation or duly executing and delivering to ~~the Company~~our corporate secretary a proxy bearing a later date. A registered shareholder may also revoke a proxy by attending the Annual Meeting and giving written notice of revocation to the secretary of the meeting. Attendance at the Annual Meeting will not by itself revoke a previously granted proxy.

As a Beneficial Shareholder

Beneficial shareholders should follow the procedures and directions set forth in the materials they receive from the broker, bank or other holder of record who is the registered holder of their common shares to instruct such registered holder how to vote

~~vote~~ those common shares or revoke previously given voting instructions. Please contact your broker, bank or other holder of record to determine the applicable deadlines. Beneficial shareholders who wish to vote at the Annual Meeting will need to obtain and provide to the secretary of the meeting a completed form of proxy from the broker, bank or other holder of record who is the registered holder of their common shares.

Brokers, banks and other holders of record who hold common shares for beneficial shareholders in street name may vote such common shares on “routine” matters (as determined under NYSE rules), such as Item 4 (Ratification of the Appointment of Deloitte & Touche LLP), without specific voting instructions from the beneficial owner of such common shares. Brokers, banks and other holders of record may not, however, vote such common shares on “non-routine” matters, such as Item 1 (Election of Directors), Item 2 ~~(Approval of Performance Bonus Plan)~~(Amendment to Bylaws) and Item 3 (Advisory Vote to Approve Executive Compensation) without specific voting instructions from the beneficial owner of such common shares. Proxies submitted by brokers, banks and other holders of record that have not been voted on “non-routine” matters are referred to as “broker non-votes.” Broker non-votes will not be counted for purposes of determining the number of common shares necessary for approval of any matter to which broker non-votes apply (i.e., broker non-votes will have no effect on the outcome of such matter).

Householding

SEC rules allow multiple shareholders residing at the same address the convenience of receiving a single copy of the Notice of Internet Availability, Annual Report to Shareholders and proxy materials if they consent to do so (“householding”). Householding is permitted only in certain circumstances, including when you have the same last name and address as another shareholder. If the required conditions are met, and SEC rules allow, your household may receive a single copy of the Notice of Internet Availability, Annual Report to Shareholders and proxy materials. Upon request, we will promptly deliver a separate copy of the Notice of Internet Availability, Annual Report to Shareholders and proxy materials, as applicable, to a shareholder at a shared address to which a single copy of the document(s) was delivered. That request should be made in the same manner as a revocation of consent for householding.

You may either request householding or revoke your consent for householding at any time by contacting Computershare Investor Services, either by calling 1-877-878-7531 (within the U.S. or Canada) or 201-680-6578 (outside of the U.S. and Canada), or by writing to: Computershare Investor Services, Householding Department, 211 Quality Circle, Suite 210, College Station, Texas 77845. You will be added to or removed from the householding program within 30 days of receipt of your instructions. If you revoke your consent for householding, you will be sent separate copies of the documents sent to our shareholders at such time as you are removed from the householding program.

~~Beneficial shareholders may request more information about householding from their brokers, banks or other holders of record.~~

Board’s Recommendations

Subject to revocation, all proxies that are properly completed and timely received will be voted in accordance with the instructions contained therein. If no instructions are given (excluding broker non-votes), the persons named as proxy holders will vote the common shares in accordance with the recommendations of the Board. The Board’s recommendations are set forth together with the description of each proposal in this Proxy Statement. In summary, the Board recommends a vote:


1.	FOR the election of its nominated slate of directors (see Item 1);


2.	FOR the approval of ~~the Performance Bonus Plan~~an amendment to our Bylaws to implement a majority voting standard in uncontested director elections (see Item 2);


3.	FOR the approval, on an advisory basis, of the compensation of our named executive officers, as disclosed in this Proxy Statement pursuant to Item 402 of Regulation S-K, including the Compensation Disclosure and Analysis, compensation tables and the narrative discussion accompanying the tables (see Item 3); and


4.	FOR the ratification of Deloitte & Touche LLP as our independent registered public accounting firm for ~~2015~~2016 (see Item 4).

If any other matter properly comes before the Annual Meeting, or if a director nominee named in this Proxy Statement is unable to serve or for good cause will not serve, the proxy holders will vote on that matter or for a substitute nominee as recommended by the Board.

Quorum

The presence, in person or by proxy, of the holders of a majority of the outstanding common shares entitled to be voted at the Annual Meeting will constitute a quorum, permitting us to conduct our business at the Annual Meeting. Proxies received but marked as abstentions and broker non-votes will be included in the calculation of the number of common shares considered to be represented at the Annual Meeting for purposes of establishing a quorum.

Vote Required for Approval

Item 1

For purposes of Item 1 (Election of Directors), pursuant to our ~~Amended and Restated By-Laws~~Bylaws and Section 78.330 of the Nevada Revised Statutes, the nominees receiving the ~~ten~~nine highest vote totals of the votes cast at the Annual Meeting in person or by proxy will be elected as directors.

Other Items

For purposes of Item 2 ~~(Approval of Performance Bonus Plan)~~(Amendment to Bylaws), Item 3 (Advisory Vote to Approve Executive Compensation) and Item 4 (Ratification of the Appointment of Deloitte & Touche LLP), the affirmative vote of a majority of the votes cast on each such

matter will be required for approval. The votes received with respect to Item 3 and Item 4 are advisory and will not bind ~~our~~the Board or us. A properly executed proxy marked “abstain” with respect to Item 2, Item 3 ~~and~~or Item 4 will not be voted with respect to such matter. Abstentions and broker non-votes, if any, will not be counted as votes cast, and they will have no effect on the outcome of the matters (other than Item 1) to be voted on at the Annual Meeting. If no voting instructions are given (excluding broker non-votes), the persons named as proxy holders on the proxy card will vote the common shares in accordance with the recommendation of the Board.

ITEM 1: ELECTION OF DIRECTORS

At the Annual Meeting, ~~ten~~nine directors are to be elected to serve until the next annual meeting of shareholders and until their respective successors are elected and qualified, or until their earlier death, resignation or removal. All ~~ten~~nine nominees are currently directors on ~~our~~the Board. Proxies may not be voted at the Annual Meeting for more than ~~ten~~nine persons. Our shareholders do not have cumulative voting rights in the election of directors. The Board’s Corporate Governance and Nominating Committee recommended the current directors for re-election. The Board knows of no reason why any nominee may be unable to serve as a director. If any nominee is unable to serve, the shares represented by all valid proxies will be voted for the election of such other person as the Board may nominate.

Information concerning each nominee is set forth in the following table, including each nominee’s age (as of the Record Date), current Board committee memberships, business experience and principal occupation for the past five years or more, the specific experience, qualifications, attributes or skills of each nominee that led to the conclusion that the nominee should serve as a director (which are in addition to the general qualifications discussed in the “Director Qualifications; Identifying and Evaluating Nominees” section below), other public company directorships held by each nominee during the past five years, and tenure as a director on ~~our~~the Board. The Board has affirmatively determined that, with the exception of Mr. Glazer, all of the nominees are independent of Stage, ~~Stores,~~ its subsidiary and its management under the standards set forth in the NYSE rules, and no nominee has a material relationship with Stage, ~~Stores,~~ its subsidiary or its management aside from his or her service as a director. Mr. Glazer is not an independent director due to his employment as our President and Chief Executive Officer (“CEO”). An asterisk (*) next to a nominee’s name in the following table denotes that ~~our~~the Board has determined that the individual is an independent director.


Name	Age	Director Since	Business Experience, Current Positions on the Board’s Committees, and Specific Qualifications for Service on the Board	Age	Director Since	Business Experience, Current Positions on the Board’s Committees, and Specific Qualifications for Service on the Board

Alan J. Barocas*	66	2007	Business Experience: Senior Executive Vice President of Leasing at General Growth Properties, Inc., a real estate development and management firm, since January 2011. From May 2006 to January 2011, Mr. Barocas was the principal of Alan J. Barocas and Associates, a real estate consulting firm. From June 1981 to April 2006, he was employed by GAP, Inc., an apparel retailer, serving last as Senior Vice President of Real Estate. Committee Memberships: Corporate Governance and Nominating Committee (Chair); Compensation Committee Director Qualifications: Mr. Barocas’ lengthy service in senior executive roles for large public companies in the real estate and retail industries provides our Board with valuable leadership experience and real estate and retail expertise.

Elaine D. Crowley*	56	2014	Business Experience: Liquidation Trustee for the Bombay Liquidation Trust, which oversees the liquidation of The Bombay Company, Inc. (“Bombay”), a furniture and home goods retailer, since September 2008, where she has served as Senior Vice President, Chief Financial Officer and Treasurer since February 2000. Bombay filed for bankruptcy protection on September 20, 2007. From August 2010 to September 2012, Ms. Crowley served as Executive Vice President and Chief Financial Officer for Mattress Giant Corporation, a mattress retailer. From August 2008 to August 2010, Ms. Crowley served as Executive Vice President and Chief Financial Officer and Senior Vice President, Controller and Chief Accounting Officer/Chief Financial Officer for Michaels Stores, Inc., an arts and crafts retailer. Committee Memberships: Audit Committee; Corporate Governance and Nominating Committee Director Qualifications: Ms. Crowley’s tenure in senior executive and financial roles with other retailers and experience as a Certified Public Accountant in public accounting provides our Board with valuable leadership experience and financial and retail expertise.	57	2014	Business Experience: Liquidation Trustee for the Bombay Liquidation Trust, which oversees the liquidation of The Bombay Company, Inc. (“Bombay”), a furniture and home goods retailer, since September 2008, where she has served as Senior Vice President, Chief Financial Officer and Treasurer since February 2000. Bombay filed for bankruptcy protection on September 20, 2007. From August 2010 to September 2012, Ms. Crowley served as Executive Vice President and Chief Financial Officer for Mattress Giant Corporation, a mattress retailer. From August 2008 to August 2010, Ms. Crowley served as Executive Vice President and Chief Financial Officer and Senior Vice President, Controller and Chief Accounting Officer/Chief Financial Officer for Michaels Stores, Inc., an arts and crafts retailer. Committee Memberships: Audit Committee; Compensation Committee Director Qualifications: Ms. Crowley’s tenure in senior executive and financial roles with other retailers and experience as a Certified Public Accountant in public accounting provides the Board with valuable leadership experience and financial and retail expertise.

Diane M. Ellis*	57	2012	Business Experience: CEO of The Limited, a fashion retailer, since August 2013. From September 2004 until August 2013, Ms. Ellis served as President and Chief Operating Officer of Brooks Brothers Group, Inc., an apparel retailer. Committee Memberships: Audit Committee; Compensation Committee Director Qualifications: Ms. Ellis’ service in senior executive roles with other retailers and deep experience in merchandising, marketing and e-commerce, as well as her experience in strategic consulting to the retail industry while at Lighthouse Retail Group and PriceWaterhouseCoopers LLC, provides our Board with valuable leadership and industry experience and retail, marketing and strategic planning expertise.	58	2012	Business Experience: CEO of The Limited, a fashion retailer, since August 2013. From September 2004 until August 2013, Ms. Ellis served as President and Chief Operating Officer of Brooks Brothers Group, Inc., an apparel retailer. Committee Memberships: Audit Committee; Corporate Governance and Nominating Committee (Chair) Director Qualifications: Ms. Ellis’ service in senior executive roles with other retailers and deep experience in merchandising, marketing and e-commerce, as well as her experience in strategic consulting to the retail industry while at Lighthouse Retail Group and PricewaterhouseCoopers LLC, provides the Board with valuable leadership and industry experience and retail, marketing and strategic planning expertise.

Michael L. Glazer	66	2001	Business Experience: Our President and CEO since April 2012. From October 2009 to April 2012, Mr. Glazer served as the President and CEO of Mattress Giant Corporation, a mattress retailer. From August 2005 to October 2009, Mr. Glazer served as Managing Director of Team Neu, a private equity firm. From May 1996 to August 2005, Mr. Glazer served as President and CEO of KB Toys, Inc., a toy retailer. Mr. Glazer served as a director of CPI Corporation, a portrait studio operator, from December 2008 to July 2012. Committee Memberships: None Director Qualifications: Mr. Glazer’s 40 years in the retail industry, tenure as CEO of several retailers and significant knowledge of our business, provides our Board with valuable retail expertise, leadership and industry experience.	67	2001	Business Experience: Our President and CEO since April 2012. From October 2009 to April 2012, Mr. Glazer served as the President and CEO of Mattress Giant Corporation, a mattress retailer. From August 2005 to October 2009, Mr. Glazer served as Managing Director of Team Neu, a private equity firm. From May 1996 to August 2005, Mr. Glazer served as President and CEO of KB Toys, Inc., a toy retailer. Mr. Glazer served as a director of CPI Corporation, a portrait studio operator, from December 2008 to July 2012. Committee Memberships: None Director Qualifications: Mr. Glazer’s 40 years in the retail industry, tenure as CEO of several retailers and significant knowledge of our business, provides the Board with valuable retail expertise, leadership and industry experience.

Section 409A of the IRC imposes certain restrictions on amounts deferred under non-qualified deferred compensation arrangements and a 20% additional tax on amounts that are subject to, but do not comply with, Section 409A. We intend for the awards granted under the Performance Bonus Plan to comply with the requirements of Section 409A, and the Committee will interpret, administer and operate the Performance Bonus Plan accordingly.

~~New Plan Benefits~~

The ~~exact amount~~affirmative vote of a majority of the ~~performance incentive bonus awards under~~votes cast on this proposal is required for approval of the ~~Performance Bonus Plan,~~amendment to Section 2.14 of our Bylaws to implement majority voting in uncontested elections of directors. Broker non-votes, if any, ~~that~~and abstentions will ~~be allocated to or received by~~have no effect on the ~~participants is at the discretion of the Committee and dependent upon our future performance, and therefore cannot be determined at~~vote on this ~~time.~~proposal.

~~OUR~~THE BOARD RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL TO APPROVE ~~THE PERFORMANCE BONUS PLAN.~~AN AMENDMENT TO OUR BYLAWS TO ADOPT MAJORITY VOTING IN UNCONTESTED DIRECTOR ELECTIONS.

EXECUTIVE COMPENSATION

Compensation Committee Report

The Compensation Committee reviewed and discussed the following Compensation Discussion and Analysis (“CD&A”) with our management. Based on that review and discussion, the Compensation Committee (which we refer to as the “Committee” in the CD&A) recommended to our Board that the CD&A be included in this Proxy Statement and our Annual Report on Form 10-K for our fiscal year ended January ~~31, 2015.~~30, 2016.

Members of the Compensation Committee

Earl J. Hesterberg, Chair

Alan J. Barocas

~~Diane M. Ellis~~Elaine D. Crowley

Lisa R. Kranc

C. Clayton Reasor

Ralph P. Scozzafava

Compensation Discussion and Analysis

Executive Summary

In this CD&A, we describe the material objectives and principles underlying our compensation policies and decisions and the material elements of the compensation of our named executive officers for ~~2014.~~2015. For ~~2014,~~2015, our “named executive officers” were:



Executive		Title
Michael L. Glazer		President and Chief Executive Officer (“CEO”)
Oded Shein		Executive Vice President, Chief Financial Officer (“CFO”) and Treasurer
Steven P. Lawrence		Chief Merchandising Officer
Steven L. Hunter		Executive Vice President, Chief Information Officer
Stephen B. Parsons		Executive Vice President, Chief Human Resources Officer (“CHRO”)

This CD&A should be read in conjunction with the compensation tables following this CD&A.

Business Strategy and Highlights

Our ~~strategy~~objective for ~~2014~~2015 was to build on our ~~prior year~~strong achievements in 2014 and to pursue meaningful sales and earnings growth. ~~Reflecting~~In the ~~successful implementation~~face of several macroeconomic challenges to our business in 2015, including depressed oil prices, a devalued peso and a warm holiday season, our financial performance in 2015 did not meet our expectations. As a result of our ~~business strategy,~~performance in 2015 and the emphasis that our executive compensation program places on performance-based compensation, the actual compensation realized by our named executive officers in 2015 was significantly lower than our budget levels and the total potential compensation awarded to our named executive officers for 2015. Specifically, we ~~achieved~~did not achieve our pre-tax earnings thresholds required for our named executive officers to earn an annual performance incentive bonus for 2015, and our total shareholder return (“TSR”) for the ~~following~~2013 through 2015 performance cycle was below the level required for our named executive officers to earn any of the underlying shares.

Our financial results ~~in 2014:~~and strategic actions for 2015 include the following:

Financial ~~Highlights~~Results

Net sales ~~increased $29.1~~decreased $34.1 million, or ~~1.8%~~2.1%, to ~~$1.64~~$1.6 billion.

Comparable sales ~~including direct-to-consumer sales, increased 1.4%~~decreased 2.0%.

Direct-to-consumer sales, included in comparable sales, increased ~~$7.7 million, or 25.7%,~~20.2% to ~~$38.8 million, the highest in our history.~~$45.4 million.

Gross profit ~~increased $13.3~~decreased $53.4 million, or ~~3.1%~~11.9%.

~~Generated $102.2~~Pre-tax earnings were $5.6 million, compared to pre-tax earnings of $60.7 million for 2014.

Diluted earnings per common share from continuing operations was $0.12, compared with $1.18 for 2014.

We generated $40.3 million in cash from operating activities, a ~~119.7% increase~~60.6% decrease over ~~the prior year.~~2014.

~~In August 2014, we~~We increased our quarterly dividend rate by ~~12.0%~~7.1% to ~~$0.14~~$0.15 per common share in August 2015.

We paid cash dividends of $18.7 million, or $0.58 per share.

Pre-tax earnings from continuing operations were $60.7 million, compared to pre-tax earnings from continuing operations of $40.6 million for 2013, which includes the impact of the consolidation of our former South Hill, Virginia operations into our Houston, Texas corporate headquarters (“South Hill Consolidation”).

~~Total shareholder return (“TSR”),~~TSR, as calculated under the terms of our performance share awards, was ~~13.4%~~-58.4% for ~~2014,~~2015 and ~~was 49.6%~~-59.4% for the three year period ended January ~~31, 2015~~30, 2016 (see the “Overview of ~~2014~~2015 Executive Compensation - Long-Term Incentives” section of this CD&A for additional information regarding how TSR is calculated under the ~~TSR calculation in connection with~~terms of our performance share awards).

Strategic ~~Highlights~~Actions

~~To enhance~~We enhanced our ~~focus on~~customer online shopping experience with a new mobile app and mobile-optimized website, expanded our ~~core specialty department store~~online assortments, added recommendation and pricing engines, and improved operational efficiency by increasing our centralized fulfillment to approximately 70%.

We grew our direct-to-consumer business ~~we completed~~by 20% for the ~~sale of our off-price concept Steele’s~~year and achieved almost 4% penetration in the ~~first quarter of 2014.~~fourth quarter.

We ~~expanded direct-to-consumer assortments~~updated our product assortment by offering more contemporary fashions and ~~broadened our centralized fulfillment.~~new brands, adding categories within existing brands, and extending existing brands to additional stores.

We continued to grow our cosmetics business with the installation of ~~Estee Lauder~~ counters in 7530 stores, ~~and Clinique counters~~which increased the total number of stores in ~~76 stores, and~~which we ~~now~~ have Estee Lauder and/or Clinique counters to over 330.

We built out our localization efforts, notably adding size optimization, to enable better alignment with customer preferences.

We completed 122 remodels, relocations and expansions in ~~over 300~~order to continue improving the shopping experience for our customers.

We increased the profitability benchmarks for our stores and, as part of a strategic evaluation of our store portfolio, we began a multi-year plan to close approximately 100 underperforming stores, including 23 stores in 2015.

We opened 3 new stores.

We ~~refined~~began rebranding our ~~assortments with updated styles,~~stores and image, adding a fresh new ~~brands, additional categories within existing brands,~~logo and ~~extended existing brands~~new look and feel to ~~additional stores.~~our marketing.

We ~~implemented store-level mark down optimization~~leveraged our technology to create more personalized direct mail and ~~continued~~email programs, and shifted our marketing activity to ~~make progress on size pack optimization.~~be more digitally-focused.

We ~~re-launched~~reissued our ~~home category with a focus on offering a highly curated selection of kitchen, textile~~private label credit card to approximately 2.8 million customers and ~~gift assortments.~~grew sales penetration by 400 basis points.

We ~~continued~~developed and rolled out to ~~install new fixtures in~~all associates our ~~stores to improve product presentation and the shopping experience. New fixtures are now in approximately 20%~~five core values.

Our 2015 financial performance fell short of our ~~stores.~~

expectations. As a result, our named executive officers did not earn an annual performance incentive bonus for 2015, and shares were not earned under the three-year performance share awards whose performance cycle ended with 2015. We ~~opened 18 new stores.~~have tied these important components of compensation to our pre-tax earnings, comparable sales and TSR in order to align the interests of our named executive officers with shareholders and to deliver meaningful portions of executive compensation only when we perform. The relationship between our 2015 performance and realized compensation, as well as the design of our executive compensation program to emphasize shareholder alignment, demonstrates the effectiveness of our program. Accordingly, our Board recommends that shareholders vote FOR the compensation paid to our named executive officers in 2015 at our Annual Meeting (see Item 3 in this Proxy Statement).

Overview of ~~2014~~2015 Executive Compensation

Our executive compensation program demonstrates strong pay-for-performance alignment. Total direct compensation (base salary and incentive compensation) for each named executive officer is reviewed annually based on market data, contributions to corporate performance, internal pay equity, and each executive’s performance, expertise, responsibility and experience.

~~Aligning executive compensation with performance is a key principle of our executive compensation philosophy.~~ We believe our executive compensation program effectively ~~implements this principle~~aligns pay and performance by tying the value of annual performance incentive bonus opportunities and long-term incentive equity awards ~~under the program~~ to our financial and ~~stock price performance.~~sales performance as well as the value of our common shares.

~~As evidence of this, approximately 80%~~

Approximately 76% of target total compensation awarded to Mr. Glazer in ~~2014~~2015 was variable compensation that ~~is impacted by~~tied to our performance and/or the value of our common shares, and approximately 70% of target total compensation awarded to our other named executive officers was variable compensation (see the “Pay-for-Performance” section in this CD&A). ByWe believe that tying a ~~large portion~~significant majority of each named executive officer’s target total compensation to our performance and the value of our common shares ~~we have created a strong bond between~~aligns the interests of our named executive ~~compensation~~officers and our ~~shareholders’ interests.~~shareholders.

We annually review the total direct compensation (base salary and incentive compensation in the form of an annual bonus opportunity and long-term incentive equity awards) for each named executive officer based on market data, contributions to corporate performance, internal pay equity, and each executive’s performance, expertise, responsibility and experience.

Base Salaries

Based on performance in the prior year and competitive market data, the ~~2014~~2015 base salaries of our named executive officers were increased by 2% to 4%, except for Mr. ~~Shein~~Hunter who received an 8% increase to ~~bring him~~make his base salary more consistent with the base salaries of his comparators in ~~line with~~ our compensation Peer Group (as described later in this CD&A).

Annual Performance Incentive Bonuses

The opportunity to earn a performance incentive bonus ~~in 2014~~under the Stage Stores Executive Performance Incentive Bonus Plan (“Bonus Plan”) for 2015 was based on two components. First, a pre-tax earnings performance component was weighted to determine two-thirds of the amount earned. Second, a relative comparable sales performance component was weighted to determine one-third of the amount earned. The pre-tax earnings component was based on our achievement relative to an earnings growth target established by the Committee and the other independent directors, after consultation with management, at the beginning of ~~2014.~~2015. The comparable sales component was based on the year-over-year change in our comparable sales results in ~~2014~~2015 as compared to the ~~2014~~2015 Performance Group (as described ~~later~~below in ~~this CD&A)~~“Incentive-Based Compensation Benchmarking; 2015 Performance Group”). “Comparable sales” means sales in stores open for at least 14 full months prior to the applicable reporting period and includes direct-to-consumer sales.

◦•

Target. For ~~2014,~~2015, our pre-tax earnings target was ~~$65.3~~$65.7 million, ~~from continuing operations,~~ an increase of ~~$24.7~~$5.0 million, or ~~60.8%~~8.2%, as compared to our ~~2013~~2014 actual pre-tax ~~earnings from continuing operations which was impacted by expenses associated with the South Hill Consolidation.~~earnings. The comparable sales ~~component~~target was a 50^th percentile ranking among the Performance Group for ~~2014~~2015 comparable sales. A threshold level of performance must be achieved to earn a bonus under each component, and a maximum level of performance limits the bonus that may be earned under each component.


◦	Results. Our performance in 2014 resulted in pre-tax earnings from continuing operations of $60.7 million, which was an achievement of 93.0% of our target. For 2014, our comparable sales increased 1.4%, which yielded a 61.5 percentile ranking among the Performance Group.


◦	~~Bonus Earned. While we achieved very positive comparable sales results and strong returns, we~~ Results. We did not ~~fully~~ meet ~~the pre-tax earnings bonus targets set for 2014. Based on these results, our named executive officers earned performance incentive bonuses for 2014 at 62.0% of target.~~

~~Long-Term Incentives~~

~~For 2014,~~ the ~~long-term incentive program~~pre-tax earnings thresholds required for our named executive officers ~~consisted of~~to earn an annual performance incentive bonus for 2015. Accordingly, our named executive officers were not paid bonuses for 2015.

Long-Term Equity Incentive Awards

For 2015, the long-term equity incentive awards ~~in the form~~for our named executive officers consisted of performance shares and restricted stock. Our long-term incentive ~~program is~~awards are designed to reward sustained, multi-year performance and retain executives for the duration of each ~~equity~~ award. Performance shares may be earned based on our TSR over a three-year period versus the Performance Group established at the beginning of that three-year period. For purposes of the performance shares, we measure TSR for our common shares and the publicly-traded shares of the Performance Group companies by comparing the change in the average closing price of the shares during all trading days in our first fiscal month of the performance period ~~and~~to the average closing price of the shares during all trading days in our final fiscal month of the performance period, including the reinvestment of dividends. For the ~~2012~~2013 through ~~2014~~2015 performance cycle, ~~130.8%~~none of the target number of shares ~~was~~were earned. Restricted stock will generally vest ratably over a four year period.

Significant Executive Compensation Policies and Practices

Stock Ownership and Retention Policy

Our named executive officers are subject to a stock ownership and retention policy that requires each executive to acquire and maintain a minimum ownership stake in our common shares (see the “Stock Ownership by Executive Officers” section of this Proxy Statement).

Hedging Prohibited

We prohibit hedging or monetization transactions by our directors, named executive officers and other employees with respect to our securities (see the “Hedging Prohibited” section of this Proxy Statement).

Pledging Prohibited

We prohibit our directors, named executive officers and other employees from pledging of our securities as collateral for a loan (see the “Pledging Prohibited” section of this Proxy Statement).

No Gross-Up Payments

Our named executive officers are not entitled to gross-up payments as part of their annual and long-term compensation arrangements or with respect to any termination or change in control arrangements. In order to make whole those named executive officers ~~whom~~who we recruit and seek to relocate, ~~to our offices in Houston,~~ we may provide a reimbursement of taxes related to certain relocation expenses.

No Repricing

It is the policy of our Board that we will not reprice or swap stock options or SARs without shareholder approval.

Limited Perquisites

Our executive compensation program offers limited perquisites that we believe are reasonable and customary in our industry.

Clawback Policy

Our named executive officers are subject to a compensation recovery or ~~“clawback policy”~~“clawback” policy (see the “Compensation Recovery / Clawback Policy” section in this CD&A).

Say-on-Pay Votes

At our ~~2014~~2015 annual meeting of shareholders, ~~96.5%~~94.7% of the votes cast approved the compensation paid to our named executive officers for ~~2013.~~2014. Our pay-for-performance alignment remains strong. Accordingly, our Board recommends that shareholders vote FOR the compensation paid to our named executive officers in ~~2014~~2015 at our ~~2015 annual meeting of shareholders~~Annual Meeting (see Item 3 in this Proxy Statement).

Compensation Objectives and Principles

The objectives of our executive compensation program are to:

Enable us to attract, motivate and retain the executive talent required to successfully ~~drive~~manage and grow our business and to achieve our short-term and long-term business objectives;

Maximize the long-term commitment of our executive officers to our success by providing compensation elements that align their interests with the interests of our shareholders by linking compensation elements directly to financial metrics that the Committee believes influence the creation of long-term shareholder value; and

Reward our executive officers upon the achievement of short-term and long-term business objectives and ~~enhanced~~the creation of shareholder value.

The principles of and important processes in our executive compensation program are as follows:

Emphasize pay-for-performance and encourage retention of ~~those~~ executive officers who ~~enhance~~improve our performance;

Maintain an appropriate balance between base salary and annual and long-term incentive compensation;

Link incentive compensation to the achievement of goals set in advance by the Committee;

Evaluate CEO performance against annual and long-term performance goals on an absolute basis as well as relative to the performance of our Peer Group and Performance Group;

Align the interests of our executive officers with those of our shareholders;

~~Eliminate~~Require the achievement of threshold performance levels to earn payouts under annual and long-term performance-based ~~incentives if threshold performance is not achieved;~~incentives;

Convene an executive session (without management) of the Committee at least once annually;

Recuse our CEO from deliberations and voting regarding his or her compensation;

Consult our CEO, on an advisory basis only, on the compensation awarded to our other named executive officers;

~~Conduct a thorough annual review and analysis of the recent compensation history of each named executive officer and all forms of compensation to which the executive may be entitled; and~~


▪	Conduct a thorough annual review and analysis of the recent compensation history of each named executive officer and all forms of compensation to which the executive may be entitled; and


▪	Make recommendations on named executive officer compensation to the independent directors after the Committee completes a thorough review and analysis.

Key Considerations in Setting Compensation

Based on these objectives and principles, the Committee has structured our executive compensation program to motivate our named executive officers to achieve the business goals set by our Board and to reward them for achieving those goals. The following is a summary of ~~key considerations affecting~~ the ~~setting of compensation for our named executive officers by the Committee. In the “Executive Compensation for 2014” section of this CD&A, we describe additional~~key considerations that the Committee ~~evaluated~~takes into account in ~~establishing~~setting the compensation ~~for~~of our named executive ~~officers in 2014.~~officers.

Significance of Overall Corporate Performance

The Committee primarily evaluates our named executive officers’ contributions to our overall performance rather than focusing only on their individual function. The Committee believes that each named executive officer shares the responsibility to support our goals and performance as key members of our leadership team. While this approach influences all of the Committee’s compensation decisions, it has the biggest impact on the long-term incentive awards made annually.

Evaluation of Individual Performance

~~With the exception of the annual performance incentive bonuses and performance share awards, both of which depend on achieving specific quantitative financial performance objectives, the~~The Committee does not ~~use~~rely on formulas in determining the amount and mix of each named executive officer’s total direct compensation. ~~The~~Rather, in establishing compensation, the Committee exercises its ~~discretion and~~ judgment to evaluate a broad range of both quantitative and qualitative factors, including reliability in ~~delivering~~achieving financial and growth targets, performance in the context

of the economic environment relative to other companies, ~~a track record of~~and possessing the characteristics, such as integrity, good judgment ~~the~~and vision, ~~and ability~~needed to create further growth and ~~the ability to~~effectively lead others. For long-term incentive awards, the Committee primarily considers a named executive officer’s potential for future successful performance and leadership as part of our executive management team, taking into account past performance as a key indicator. The Committee may also take into account extraordinary, unusual or non-recurring items anticipated or incurred by us that the Committee deems appropriate in determining compensation.

Pay-for-Performance and Alignment with Shareholder Interests

Aligning executive compensation with performance is a key principle of our executive compensation ~~philosophy, and incentive~~philosophy. Incentive compensation is designed to ~~provide the opportunity to reward~~drive our performance by rewarding executives if we exceed our targeted performance levels. Similarly, if we fail to meet threshold levels of performance, executives will not earn any compensation for the applicable award. We believe our executive compensation program effectively implements ~~this~~the pay-for-performance principle by tying the value of bonus opportunities and equity awards ~~under the program~~ to our financial and stock price performance.

The key metrics we currently use to evaluate the performance of our named executive officers are pre-tax earnings, relative comparable sales and relative TSR (as calculated under the terms of our performance share awards). We believe our pre-tax earnings is an important financial measure as it reflects the success of our efforts to increase revenue and control our expenses. Relative comparable sales ~~is important to provide~~provides a barometer of our top line performance against our competition. ~~Using relative~~Relative TSR is important to gauge the return delivered to our shareholders in comparison to our competition. In addition, the value of the incentive equity compensation that we award ~~in the form of equity~~ is significantly impacted by the price of our stock.

The following charts ~~that follow~~ show the ~~2014~~2015 variable compensation (i.e., compensation that is impacted by our performance and/or the value of our common shares) for Mr. Glazer and our other named executive officers as a percentage of their respective target total compensation (base salary, annual performance incentive bonus opportunity at target, grant date fair value of long-term incentive equity awards at target, and other compensation and benefits). As the charts illustrate, ~~79%~~76% of Mr. Glazer’s and ~~69%~~67% of our other named executive officers’ compensation was dependent on our financial or stock price performance.

Mix of Compensation Elements

The Committee strives to provide an appropriate mix of compensation elements, including finding a balance between current and long-term compensation and between cash and equity incentive compensation. Cash payments primarily reward more recent performance while equity awards encourage our named executive officers to continue to deliver long-term results ~~over the long-term~~ and also serve as a retention tool. The Committee believes that executive compensation should be appropriately weighted on both our long-term and short-term performance.

Use of Tally Sheets

The Committee annually reviews tally sheets that present for each named executive officer all elements of compensation, total annual compensation and total deferred compensation. The Committee also reviews the total benefits to which the named executive officer would be entitled upon various termination events. The Committee uses the tally sheets to ensure that our compensation is reasonable and competitive. The Committee also uses the tally sheets to evaluate ~~the past performance of our named executive officers and to determine~~ if our compensation strategy achieved our goals in the past and to align executive compensation with our short-term and long-term goals.

Comparative Compensation Data; ~~2014~~2015 Peer Group

In making compensation decisions, the Committee considers executive compensation data from a peer group of publicly-traded retailers listed below (“Peer Group”). The Peer Group provides direct ~~incumbent~~ information on a job title match basis (e.g., CEO, CFO, etc.) for key competitors. The companies in the Peer Group generally consist of U.S. based, publicly-traded apparel and accessories retailers with annual sales between one-half and two times our annual sales with which we compete for

business and talent. ~~All of the companies in the Peer Group meet a majority of those criteria.~~ The members of the ~~2014~~2015 Peer Group were:



Abercrombie & Fitch Co.	Chico’s FAS, Inc.	New York & Company, Inc.
Aeropostale, Inc.	The Children’s Place Retail Stores, Inc.	Pacific Sunwear of California, Inc.
American Eagle Outfitters, Inc.	Christopher & Banks Corporation	Stein Mart, Inc.
Ann Inc.	DSW Inc.	Urban Outfitters, Inc.
Ascena Retail Group, Inc.	Express, Inc.
The Bon-Ton Stores, Inc.	The Men’s Wearhouse, Inc.

The Peer Group is reviewed annually and updated as the Committee deems appropriate taking into consideration changes in business conditions, changes in revenues, mergers and acquisitions and other circumstances bearing on the availability of compensation data and/or comparability of other companies. After the annual review, ~~the following companies included in the 2013 Peer Group~~no changes were ~~removed from~~made between the 2014 and 2015 Peer Group: The Cato Corporation; Charming Shoppes, Inc.; Collective Brands, Inc.; Hot Topic, Inc.; and The Talbots, Inc. The following companies were added to the Peer Group for 2014: Aeropostale, Inc.; The Bon-Ton Stores, Inc.; DSW Inc.; and Express, Inc.Groups.

In addition to the Peer Group analysis, the Committee considers data from the Willis Towers Watson Compensation Data Bank (CDB) Retail/Wholesale Services Executive Database and the Hay Group Retail Executive and Management Total Remuneration Report. This information from Willis Towers Watson and Hay Group is non-customized compensation data provided by job within the broader retail industry, including retailers with which we compete for executive talent. The Committee consults all three sets of information, because the Willis Towers Watson and Hay Group data includes compensation information on more executives, including executives who are not included in publicly-available documents. The broader comparator group provides a more extensive basis on which to compare the compensation of our named executive officers, particularly ~~for~~ those whose responsibilities, experience and other factors are not directly comparable to those executives included in the publicly-available reports of the Peer Group.

Incentive-Based Compensation Benchmarking; ~~2014~~2015 Performance Group

To measure our relative performance with respect to comparable sales for the annual performance incentive bonus opportunities and our TSR for performance share awards, our Board and the Committee selected a group of 2521 department store and apparel store retailers (“Performance Group”) that generally possess attributes similar to us, including market capitalization, annual sales, merchandise assortments, target customer, geography of store base and size of markets in which they operate. The companies comprising the Performance Group were included in the Dow Jones general retailers sector at the beginning of ~~2014.~~2015. However, because the Dow Jones general retailers sector was comprised of 8076 companies covering a broad range of subsectors within the retail industry, our Board and the Committee decided to include only department store and apparel store retailers from the Dow Jones apparel retailers and broadline retailers subsectors. Due to the fact that the companies within the Dow Jones general retailers sector are changed from time to time by Dow Jones, the companies included at the beginning of ~~2014~~2015 will be maintained as a fixed listing of companies for the duration of the applicable performance period (i.e., one year for performance incentive bonuses and three years for performance share awards).

The Performance Group for ~~2014~~2015 was as follows:



Department Store Group	Apparel Store Group
Dillard’s, Inc.	Abercrombie & Fitch Co.	~~Foot Locker,~~Genesco Inc.
J. C. Penney Company, Inc.	~~Aeropostale,~~American Eagle Outfitters, Inc.	~~The GAP,~~Guess?, Inc.
Kohl’s Corporation	~~American Eagle Outfitters,~~Ann Inc.	~~Genesco~~L Brands, Inc.
Macy’s, ~~Inc.~~	~~Ann Inc.~~	~~Guess?, Inc.~~
~~Nordstrom,~~ Inc.	Ascena Retail Group, Inc.	~~L Brands, Inc.~~
~~Sears Holdings Corporation~~	~~The Buckle, Inc.~~	The Men’s Wearhouse, Inc.
Nordstrom, Inc.	Chico’s FAS, Inc.	Ross Stores, Inc.
Sears Holdings Corporation	~~The Children’s Place,~~DSW Inc.	The TJX Companies, Inc.
	~~DSW~~Foot Locker, Inc.	Urban Outfitters, Inc.
	~~Express,~~The Gap, Inc.

The following companies included in the 2014 Performance Group ~~for 2013~~ were removed from the 2015 Performance ~~Group for 2014: SAKS, Incorporated (Hudson Bay)~~Group: Aeropostale, Inc., The Buckle, Inc., The Children’s Place, Inc., and ~~The Cato Corporation.~~Express, Inc.

Role of Management

The Committee believes that ~~having~~ the input of management is important to the overall effectiveness of our executive compensation program. ~~Our~~At the invitation of the Committee, our CEO and CHRO regularly attend Committee meetings ~~to participate in the presentation of materials~~ and ~~discussion of~~provide management’s point of view regarding compensation issues. Additionally, our CEO and the Committee consult with management from our human resources, finance and legal departments regarding the design and administration of our compensation program for executives and directors.

Our CEO annually reviews and evaluates the performance of the other named executive officers and presents recommendations regarding their compensation to the ~~Committee for review, recommendation and approval.~~Committee. The Committee has the discretion to accept, reject or modify these recommendations. Our CEO and management do not participate in executive sessions of the Committee or when executive compensation determinations are made by the Committee and the other independent directors. All final decisions regarding the named executive officers’ compensation are made by the Committee and the other independent directors in their sole discretion.

Role of Independent Compensation Consultant

The Committee may retain independent compensation consultants as it deems necessary. In establishing executive compensation for fiscal ~~2014,~~2015, the Committee retained independent compensation consultant Willis Towers Watson to provide Peer Group compensation, ~~and~~ financial information from the public filings of those ~~companies.~~companies, and compensation design recommendations. The Committee also reviewed (as discussed above) non-customized compensation survey data provided by multiple independent compensation consultants.

Compensation Risk Management

Our Board, the Committee and management do not believe that there are any significant risks arising from our compensation policies and practices for our directors and employees that are reasonably likely to have a material adverse effect on us. ~~Our~~We believe that our compensation programs are balanced and emphasize pay-for-performance. A significant percentage of compensation is tied to our long-term ~~performance. This~~performance, which we believe provides strong incentives to manage us for the long term, ~~while avoiding~~and avoid excessive risk taking in the short term. ~~Goals~~Additionally, goals and objectives reflect a balanced mix of quantitative and

qualitative performance measures to avoid excessive weight on a single performance measure. ~~Likewise,~~Also, the elements of compensation are balanced ~~among~~between cash payments and equity awards. With limited exceptions, the Committee retains discretion to adjust compensation for quality of performance and adherence to our values. Our Board, the Committee and management monitor our compensation policies and practices on an ongoing basis to determine whether our risk management objectives are being met with respect to rewarding our employees for performance.

Say-on-Pay Vote Results and Response

At our ~~2014~~2015 annual meeting of shareholders, ~~96.5%~~94.7% of the votes cast approved the compensation paid to our named executive officers for ~~2013,~~2014, as disclosed in last year’s Proxy Statement ~~pursuant to Item 402 of SEC Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion~~ (“Say-on-Pay Vote”). Our Board and the Committee believe that the Say-on-Pay Vote confirmed shareholder support for our executive compensation policies and decisions. Accordingly, our Board and the Committee did not make changes to our executive compensation program as a result of the Say-on-Pay Vote. Although non-binding, our Board and the Committee will continue to consider the results of Say-on-Pay Votes in determining future executive compensation.

Say-on-Frequency Vote Results and Response

At least once every six years, we are required to hold an advisory vote on the frequency of Say-on-Pay Votes (“Say-on-Frequency Votes”). We held our initial Say-on-Frequency Vote at our 2011 annual meeting of shareholders and a majority of the votes were cast in favor of holding annual Say-on-Pay Votes. In line with the preference of our shareholders, our Board determined that it will include the Say-on-Pay Vote in our proxy materials annually until the next Say-on-Frequency Vote, which will occur ~~no later than~~at our 2017 annual meeting of shareholders.

Compensation Recovery / Clawback Policy

Our named executive officers are subject to the compensation recovery or ~~“clawback policy”~~“clawback” policy adopted by our Board. Under the current policy, if our Board determines that a named executive officer (or other officer at or above the executive vice president level) has engaged in fraudulent or intentional misconduct, our Board may take a range of actions to remedy the misconduct, prevent its recurrence and impose such discipline on the wrongdoers as would be appropriate. Discipline may vary depending on the facts and circumstances, and may include (1) termination of employment, (2) initiating an action for breach of fiduciary duty, and (3) if the misconduct resulted in a material inaccuracy in our financial statements or performance metrics which affect the executive’s compensation, seeking reimbursement of any portion of any bonus or other incentive-based or equity-based

compensation paid or awarded to the executive that is greater than would have been paid or awarded if calculated based on the accurate financial statements or performance metrics. These remedies would be in addition to, and not in lieu of, any actions imposed by law enforcement agencies, regulators or other authorities.

The current clawback policy also provides that if we are required to prepare an accounting restatement due to our material noncompliance with any financial reporting requirement under the securities laws of the United States, we will recover from current or former executives who received incentive-based compensation (including any type of equity compensation) during the three-year period preceding the date on which we are required to prepare an accounting restatement, based on the erroneous data, the excess of what would have been paid to the executive under the accounting restatement. After the NYSE issues a listing standard implementing new SEC rules concerning compensation recovery, we expect to modify our clawback policy.

No Gross-Up Payments

Our named executive officers are not entitled to gross-up payments as part of their annual and long-term compensation arrangements or with respect to any termination or change in control arrangements. In order to make whole those named executive officers who we recruit and seek to relocate, ~~to our offices in Houston,~~ we may provide a reimbursement of taxes related to certain relocation expenses.

No Repricing

It is the policy of our Board that we will not reprice or swap stock options or SARs without shareholder approval. We have discontinued the use of stock options and SARs except in extraordinary circumstances.

Compensation Elements

We believe that all of the executive compensation elements described below advance the primary purposes of our executive compensation program and the achievement of our short-term and long-term business objectives. ~~These~~Specifically, these compensation elements are designed ~~for~~to promote the following ~~unique~~ purposes:

Base salary, perquisites and other benefits are designed to attract and retain executives over time;

Annual performance incentive bonuses are designed to focus executives on the business objectives established by our Board for a particular year;

Long-term incentive compensation, which currently consists ~~of equity compensation in the form~~ of performance shares and restricted stock, is designed to focus executives on our long-term success, as reflected in increases to our stock price, growth in our earnings and other elements; and

Termination and change in control compensation and benefits are designed to attract and retain executives as we compete for talented employees in a marketplace where such compensation and benefits are customarily provided. Termination compensation and benefits are designed to ease an executive’s transition due to an unexpected employment termination, while change in control compensation and benefits are designed to encourage executives to remain focused on our business in the event of rumored or actual fundamental corporate changes.

The total compensation awarded to each named executive officer, as well as each element of compensation, is intended to foster our ~~pay-for performance~~pay-for-performance philosophy and provide a competitive compensation package as compared to executives in similar positions at ~~competitive companies in~~ our ~~industry.~~competitors. Although the Committee does not have any specific formula for establishing the amount and mix of base salary and variable compensation, it does reference the Peer Group and additional comparative compensation data discussed above as a market check in making these determinations. The Committee also considers factors relating to each named executive officer’s individual position, performance versus objectives, professional history and experience, relevant skill set, scope of duties, and the internal relationship of pay across all executive positions as it establishes compensation.

Base Salary

The Committee ~~views~~believes a competitive base salary asserves an important ~~component to attract~~role in attracting and ~~retain~~retaining executive talent. Base salary is not intended to represent the primary method of rewarding performance. The Committee considers both internal pay equity and external competitiveness in determining the base salary of our named executive officers. After receiving input from our CEO regarding the performance of the other named executive officers, the Committee uses its judgment regarding individual performance, market competitiveness, length of service, job responsibilities and other factors to determine the appropriate base salary for each named executive officer.

Annual Performance Incentive Bonus

AThe Committee annually establishes a performance incentive bonus opportunity for our named executive officers. The amount of the annual performance incentive bonus earned by our named executive officers ~~is determined annually. For 2014, a bonus could be earned based on~~for 2015 was subject to our achievement of two performance components: (1) pre-tax earnings from continuing operations (constituting two-thirds of the opportunity) and (2)

comparable sales relative to the Performance Group (constituting one-third of the opportunity). Annual performance incentive bonus targets are expressed as a percentage of base salary, with the target percentage increasing with job scope and ~~complexity.~~responsibility.

At the beginning of each year, the Committee evaluates our annual operating plan to determine if pre-tax earnings and comparable sales remain appropriate for measuring the achievement of our objectives and to motivate our executives. Based on discussions with our CEO, CHRO, CFO and independent compensation consultant, the Committee recommends, and our independent directors approve, a matrix of financial parameters establishing the threshold (minimum), target and maximum performance levels for pre-tax earnings and comparable sales at a time when achievement of those objectives is substantially uncertain.

Following the completion of each year and prior to paying any performance incentive bonuses, the Committee ~~also~~ reviews our financial results for the completed performance period (i.e., fiscal year), certifies the calculation of bonus amounts and reports ~~them~~the results and calculations to our Board.

For additional information on the performance incentive bonuses for ~~2014,~~2015, see the “Executive Compensation for ~~2014”~~2015” section of this CD&A.

Long-Term Incentive Compensation

The Committee ~~considers~~believes that long-term incentive compensation is critical ~~to the alignment of~~for aligning executive compensation with the creation of shareholder value. In 2014, our long-term incentive compensation consisted of equity awards granted under two shareholder approved plans: our Amended and Restated 2001 Equity Incentive Plan (“2001 Equity Plan”) and our Second Amended and Restated 2008 Equity Incentive Plan (“2008 Equity Plan”).

At its spring meeting, the Committee reviews the portfolio of long-term incentive vehicles, the targeted award size and the performance measures associated with any awards. The Committee also reviews recommendations provided by management and the Committee’s independent compensation consultant regarding long-term incentive design. The Committee, with the approval of our other independent directors, has historically made annual grants of equity awards. For ~~2014,~~2015, long-term incentive compensation awards made to our named executive officers were in the form of performance shares and restricted ~~stock.~~stock granted under our Second Amended and Restated 2008 Equity Incentive Plan (“2008 Equity Plan”). We have discontinued the use of stock options and SARs except in extraordinary circumstances.

The Committee believes that the use of multiple equity vehicles balances the equity-driven growth and performance aspects of performance shares with the retention aspects of restricted stock. The grant date for annual equity awards is the ~~same~~ date ~~that~~on which our Board approves the awards. From time to time, our Board will consider making grants under other special circumstances, such as when recruiting new executive talent, upon the promotion of an executive and to retain key individuals. All grants other than the annual grants are effective as of the date of the event (e.g., the new hire or promotion date).

Restricted Stock

Restricted stock ~~consists of~~is common stock ~~subject to~~that includes vesting restrictions tied to continued employment. Restricted stock provides our named executive officers with the opportunity to earn full value shares of our common stock. The Committee views restricted stock as an excellent mechanism to align executive interests with those of shareholders by supporting increased share ownership for key executives. Restricted stock is also an effective retention tool based on the vesting schedule which occurs over a period of several years. Restricted stock grants may either vest all at once at the end of a specified period or ~~vest~~ in ~~pro rata~~ increments over a specified period. Generally, the Committee awards restricted stock with a four year pro rata vesting schedule (i.e., 25% per year). If the executive’s employment is terminated before vesting for any reason other than death, disability or retirement, the unvested portion of the restricted stock award will be forfeited. If the executive dies, becomes disabled or retires, or a change in control occurs, the restricted stock award will fully ~~vest. In the event of a change in control, the restricted stock award will~~ vest.

Performance Shares

Performance shares also provide our named executive officers with the opportunity to earn full value shares of our stock. The Committee views performance shares as a critical link between executive compensation and the creation of shareholder value. The number of performance shares that vest, if any, is determined by our TSR over a three-year performance cycle relative to the Performance Group established at the beginning of the year in which the performance shares are awarded (see the “Overview of ~~2014~~2015 Executive Compensation - Long-Term Incentives” section of this CD&A for additional information regarding how TSR is calculated under the ~~TSR calculation in connection with~~terms of our performance share awards). If the executive’s employment is terminated before the end of the performance cycle for any reason other than death, disability or retirement, the performance share award is forfeited. If the executive dies, becomes disabled or retires during the performance cycle, the executive will receive the target number of performance shares awarded. In the event of a change in control, the target number of performance shares awarded will vest. ~~The Committee views performance shares as a critical link between executive compensation and the creation of shareholder value.~~

Stock Appreciation Rights

~~Beginning in 2012, the~~The use of SARs was discontinued in 2012 except in extraordinary circumstances. Some of our named executive officers hold SARs granted prior to ~~2012, as is indicated in compensation tables following this CD&A.~~2012.

SARs allow the executive to benefit from any appreciation in our stock price from the grant date through the exercise date. Upon exercise, the executive receives an amount of our common shares equal to the increase in our stock price between the grant date and the exercise date. SARs may not be settled in cash or granted at less than 100% of the fair market value of our common stock on the grant date.

All outstanding SARs ~~may not be settled in cash.~~

have vested. SARs have a seven-year term. Any SARs not exercised within the applicable term and vest either (1) one-fourth on each of the first four anniversaries of the grant date or (2) one-half on the second anniversary of the grant date and one-fourth on each of the third and fourth anniversaries of the grant date.will be forfeited. If an executive dies, ~~unvested SARs will vest and~~ the executive’s estate will have one year from the date of death to exercise all SARs. If an executive becomes disabled or retires, ~~unvested SARs will vest and~~ the executive will ~~normally~~generally have one year from the date of termination to exercise all SARs. Upon the termination of an executive’s employment for any reason other than death, disability or retirement, the executive will have 60 days from the date of termination to exercise all ~~vested~~ SARs. In the event of a change in control, all SARs will immediately vest and will be exercisable by the executive. In any event, the exercise must occur within the remaining term of the SARs. Any portion of the SARs not exercised within the term of the SARs will terminate.

Benefits and Perquisites

We provide limited benefits and perquisites ~~that are an important element of total compensation~~to our named executive officers because of the value our named executive officers place on these benefits. The perquisites and other benefits we provide to our named executive officers are summarized below in the Summary Compensation Table, the Nonqualified Deferred Compensation table and related footnotes. In addition, we provide our named executive officers with core benefits available to all full-time employees (e.g., coverage for medical, dental, prescription drugs, basic life insurance and long-term disability coverage) as well as a supplemental executive medical plan. The supplemental executive medical plan is an insured plan which reimburses officers at the executive vice president level and above for out-of-pocket medical and dental expenses not covered by the primary medical plan.

In 2015, the Compensation Committee and other independent directors authorized Mr. Glazer to use corporate aircraft for up to 40 hours of non-business flights. During 2015, Mr. Glazer used corporate aircraft for 4.7 hours of non-business flights. Given the delays associated with early check-in requirements, security clearances, baggage claim and the need for additional time to avoid missing a flight due to possible delays at any point in the process, commercial travel has become inefficient. Accordingly, making the aircraft available to Mr. Glazer allowed him to efficiently and securely conduct business during both business and non-business flights and to maximize his availability to conduct business before and after his flights. In

approving this benefit, the Compensation Committee and other independent directors considered Mr. Glazer’s travel schedule, which, whether primarily for business or non-business purposes, frequently included a business element (e.g., visits to our stores). We also believe that the value of this benefit to Mr. Glazer, in terms of convenience and time savings, exceeded the aggregate incremental cost that we incurred to make the aircraft available to him and, therefore, was an efficient form of compensation for him. We reported imputed income for income tax purposes for the value of Mr. Glazer’s non-business use of corporate aircraft based on the Standard Industry Fare Level in accordance with the Internal Revenue Code of 1986, as amended and including applicable rules, regulations and authoritative interpretations promulgated thereunder (“IRC”). We did not reimburse or otherwise gross-up Mr. Glazer for any income tax obligation attributed to his non-business use of corporate aircraft.

Retirement Plans

We do not provide a qualified retirement program for our named executive officers; however, participation in our Nonqualified Deferred Compensation Plan (Senior Executives) (“DC Plan”) is available ~~for~~to our named executive officers. For additional information, see the “Nonqualified Deferred ~~Compensation”~~Compensation in 2015” and “Retirement Plans” sections following this CD&A.

Termination and Change in Control Arrangements

Pursuant to their employment agreements, our named executive officers are entitled to compensation and other benefits if their employment terminates or if there is a change in control, as described in the “Potential Payments upon Termination or Change in Control” section following this CD&A. Termination and change in control compensation and other benefits are established at the time a named executive officer signs an employment agreement. In exchange for the benefits provided to the named executive officers in their respective employment agreements, we receive a post-termination release of claims and various restrictive covenants in our favor (e.g., non-competition, non-solicitation and continuing cooperation).

Termination

Our named executive officers are entitled to compensation and other benefits in an amount the Committee believes is appropriate, taking into account the time it is expected to take a terminated ~~employee~~executive to find another job. Compensation and other benefits upon termination are intended to ease the consequences to an ~~employee~~executive of an unexpected termination of employment. ~~We benefit in that the~~The employment agreements ~~contain~~also benefit us by imposing restrictive covenants ~~in our favor~~on the named executive officers that continue for a period of time following termination.

Change in Control

The Committee and our Board recognize the importance to us and our shareholders of avoiding the distraction and loss of key management personnel that may occur in connection with any rumored, threatened or actual change in control. To that end, the Committee and our Board believe that ~~properly designed~~including reasonable change in control provisions in our named executive officers’ employment agreements protect shareholder interests by enhancing executive focus during rumored or actual change in control activity through (1) incentives to remain with us despite uncertainties while a transaction is under consideration or pending and (2) assurances of severance and other benefits in the event of termination.

3028

To ~~diminish~~reduce the potential distraction due to personal uncertainties and risks that inevitably arise when a change in control is rumored, threatened or pending, the Committee and our Board have provided our named executive officers with what the Committee and our Board determined to be reasonable competitive change in control compensation and benefit provisions in their employment agreements. The employment agreements of our named executive officers provide for specific enhanced payments and benefits in the event of a change in control.

Double Trigger

The enhanced termination benefits payable under the named executive officers’ employment agreements in connection with a change in control require a “double trigger” which means the named executive officer will only be eligible to receive change in control compensation and benefits (1) if a change in control occurs and (2) during the period beginning six months before the change in control and ending 24 months after the change in control, (a) the executive’s employment agreement is terminated by us or our successor without good cause, or (b) the executive’s employment agreement is terminated by the executive with good reason. A double trigger was selected to enhance the likelihood that the named executive officers will remain with us after a change in control, since the executives will not receive the change in control compensation payments and benefits following a voluntarily resignation after the change in control. Thus, the ~~executive is~~executives are protected from actual or constructive dismissal for 24 months after a change in control, while any new controlling party or group is better able to retain the services of a key asset.

Employment Agreements

We are a party to three-year, automatically renewable employment agreements with each of our named executive officers. The employment agreements provide for a base salary and an annual performance incentive bonus opportunity. The employment agreements also provide for perquisites such as an automobile allowance, a financial planning allowance and participation in all other bonus and benefit plans available to our executive officers. Provisions of the employment agreements related to termination and change in control are discussed in the “Potential Payments Upon Termination or Change In Control” section following this CD&A.

The employment agreements have been filed with the SEC and may be reviewed on the SEC’s EDGAR database at www.sec.gov. Mr. Glazer’s employment agreement was included as Exhibit 10.25 to our Quarterly Report on Form 10-Q filed on September 6, 2012. Mr. Shein’s employment agreement was included as Exhibit 10.4 to our Quarterly Report on Form 10-Q filed SEC on June 9, 2011. Mr. Lawrence’s employment agreement was included as Exhibit 10.3 to our Quarterly Report on Form 10-Q filed on June 13, 2013. Mr. Hunter’s employment agreement was included as Exhibit 10.1 to our Current Report on Form 8-K filed on April 7, 2015. Mr. Parson’s employment agreement was included as Exhibit 10.2 to our Quarterly Report on Form 10-Q filed on June 10, 2014.

Executive Compensation for ~~2014~~2015

Considerations

At its ~~April 2014~~March 2015 meeting, the Committee reviewed the market data and analyses provided by its independent compensation consultant and determined that our overall compensation program was generally competitive and consistent with the Committee’s compensation objectives. In determining ~~2014~~2015 compensation for our named executive officers, the Committee considered many factors, including:

~~our Board’s judgment and satisfaction with our~~Our strong performance in ~~2013,~~2014, including with respect to revenues, earnings and expense control;

~~assessments~~Assessments of the executive’s individual performance and leadership in ~~2013,~~2014, and the potential for future contributions to our business and operations;

~~achievement~~Achievement of long-term strategic and short-term business goals;

~~the~~The nature and scope of the executive’s responsibilities and his effectiveness in leading our initiatives to successfully increase customer satisfaction, enhance our growth and ensure compliance with our policies;

~~desired~~Desired competitive positioning of compensation;

~~retention~~Retention needs;

~~the~~The compensation practices of our Peer Group; and

~~the~~The performance of our Performance Group.

The Committee ~~focused much of its time~~places particular focus on aligning executive compensation with corporate and individual performance. In evaluating ~~2013~~2014 performance, the Committee and other independent directors believed that our named executive officers responded well to challenging economic and market conditions. ~~So despite our 2013~~Our 2014 financial results ~~falling short of initial~~

~~expectations,~~were strong and driven by the leadership, retail expertise and key actions of Mr. Glazer and the other named executive ~~officers were able to strengthen our business and prepare us for improved results.~~officers. Among the key results and actions of ~~2013~~2014 led by Mr. Glazer and the other named executive officers ~~(excluding Mr. Parsons who joined us in 2014)~~ were ~~the South Hill Consolidation, developing~~ a ~~strategy for the~~comparable sales increase of 1.4%, gross profit increase of 3.1%, income from continuing operations increase of 50.1%, direct-to-consumer sales increase of 25.7%, and disposition of ~~the~~off-price concept Steele’s ~~off-price division and further enhancement of~~to enhance our ~~e-commerce platform.~~focus on our core specialty department store business.

CEO ~~2013~~2014 Performance

In addition to the ~~performance~~ considerations discussed above, the ~~2013~~following 2014 corporate and individual performance matters ~~below~~ were most significant in ~~formulating 2014~~determining 2015 compensation for Mr. Glazer. These items ~~are~~were considered important to achieve our objectives to improve our financial performance, promote corporate efficiencies and grow our business.

~~Pre-tax earnings in 2013 offset a portion of the costs associated with the South Hill Consolidation, but not to the extent targeted;~~

Our ~~2013~~2014 comparable sales result was slightly below our ~~objective;~~objective, but above the median of our Peer Group;

~~The development~~Pre-tax earnings in 2014 grew meaningfully over 2013;

Our 2014 shrinkage results were less favorable than targeted;

Direct-to consumer sales grew by one-quarter;

Development of a ~~succession~~five-year strategic plan ~~with a particular focus on the top management positions;~~for our business; and

~~Initiating the development~~Completion of ~~a comprehensive marketing plan focused on our customer, brand development, direct-to-consumer business, including conducting~~an important customer research project in order to appropriately shape our strategic ~~objectives; and~~

Launching and continued work toward a five-year growth plan for our business, including plans for Steele’s (which was sold to an independent buyer in 2014), and shaping the role of our real estate department to align with the plan.objectives.

Other NEOs ~~2013~~2014 Performance

Mr. Shein

As CFO, Mr. Shein’s responsibilities were to oversee our finance functions, which include accounting, tax, treasury, financial planning and analysis, private label credit card program ~~loss prevention~~ and investor relations. He was instrumental in our fiscal management. His financial expertise and efforts to expand our private label credit card program have added significant value to us.

Mr. Lawrence

As Chief Merchandising Officer, Mr. Lawrence’s responsibilities were to oversee all of our merchandising ~~strategies.~~strategies, including our omni-channel business. He was instrumental in bringing new brands into our stores that our customers desired. Mr. Lawrence’s merchandising expertise and relationships with high profile brands have added tremendous value to us.

Mr. Hunter

As Chief Information Officer, Mr. Hunter’s responsibilities were to oversee all of our information technology, systems, information security, supply chain, ancillary sales, e-commerce platform and customer service functions. He ~~was instrumental in an increase in our direct-to-consumer revenue of 30.6% and he~~ made significant contributions to our ~~earnings. Mr. Hunter’s~~earnings, and his expertise has been ~~of critical importance~~important to us.

Mr. Parsons

As CHRO, Mr. ~~Parsons joined us in 2014 as our CHRO, and his compensation was established as part of the negotiations~~Parsons’ responsibilities were to ~~retain him to lead~~oversee our human resources ~~department.~~function. He was instrumental in leading the development of our core values, attracting and retaining key talent and training our associates. His expertise has increased associate engagement and added great value to us.

Base Salaries for ~~2014~~2015

Each named executive officer’s base salary was adjusted effective March ~~30, 2014, except Mr. Parsons who joined us on April 28, 2014.~~29, 2015. The Committee recommended, and the independent directors approved, the adjustments principally on the basis of each executive’s prior performance and salary data for our Peer Group obtained from the Committee’s independent compensation consultant.


Executive	2013 Base Salary	2014 Base Salary	Increase	2014 Base Salary	2015 Base Salary	Increase
Mr. Glazer	$950,000	$969,001	2.0%	$969,001	$1,000,000	3.2%
Mr. Shein	$370,000	$400,010	8.1%	$400,010	$412,000	3.0%
Mr. Lawrence	$620,000	$632,401	2.0%	$632,401	$657,400	4.0%
Mr. Hunter	$425,000	$433,501	2.0%	$433,501	$470,000	8.4%
Mr. Parsons	—	$425,000	—	$425,000	$437,000	2.8%

Mr. ~~Shein’s~~Hunter’s increase in base salary was primarily ~~in an effort~~intended to provide more competitive compensation as compared to ~~CFOs of~~executives with comparable responsibilities at Peer Group companies.

Annual Performance Incentive Bonuses for ~~2014~~2015

At its ~~April 2014~~March 2015 meeting, the Committee recommended, and the independent directors approved, the components for the ~~2014~~2015 performance incentive bonus opportunity for our named executive officers. A bonus could be earned based on our (1) pre-tax earnings from continuing operations (constituting two-thirds of the opportunity) and (2) comparable sales relative to the Performance Group (constituting one-third of the opportunity). The Committee and the other independent directors selected these financial measures because they believe the measures are strong indicators of our operating results and financial condition.

~~While this approach for the performance incentive bonus was unchanged from 2013,~~

The Committee increased the pre-tax earnings target ~~decreased~~ from ~~$69.0 million for 2013 to~~ $65.3 million for 2014 to $65.7 million for 2015 (a ~~$3.7~~$0.4 million ~~decrease (5.4%~~increase (0.6%)) to align the bonus target with our operating plan and provide a realistic target based on ~~2013 actual~~our 2014 performance and the difficult market ~~conditions).~~conditions we anticipated in 2015. Our ~~2014~~2015 pre-tax earnings target ~~increased $24.7~~was $5.0 million ~~(60.8%~~(8.2%) ~~compared to 2013 actual~~greater than our pre-tax earnings from continuing operations ~~which were negatively impacted by the South Hill Consolidation.~~in 2014. Actual bonus payments, if any, will be prorated for results between threshold and maximum levels, and in order to earn any portion of the comparable sales component, we must achieve 75% of the pre-tax earnings target. The Committee and other independent directors believe the targeted performance levels provided challenging, but reasonable, levels of performance that were appropriate in light of our projected corporate operating plan for 2015, and our objective to promote sustained profitability while providing objectives that motivate our executives.

In order to calculate the results under the annual performance incentive awards, we first calculate each component consistent with the accounting principles generally accepted in the United States of America. We then make an adjustment to remove the effect of unusual or non-recurring events, transactions and accruals set forth in the Bonus Plan and approved by the Committee early in each fiscal year when the performance incentive bonus opportunities are established. The adjustments may have the net effect of increasing or decreasing the pre-tax earnings and comparable sales results. The Committee may also exercise negative discretion to cancel or decrease the annual performance incentive awards earned (but not increase an annual performance incentive award for a covered employee, as that term is used within Section 162(m) of the IRC). Accordingly, the pre-tax earnings and comparable sales amounts resulting from the adjustments may differ from the amounts reflected in our reports filed with the SEC and other public disclosures.

The following table shows the threshold, target and maximum payout percentages and performance goals established for each component of the ~~2014~~2015 performance incentive bonus opportunity:

Pre-Tax Earnings

Comparable Sales

Pre-Tax Earnings

Comparable Sales

Performance Goal

Payout as (%) of Target

Performance Goal (Relative Percentile)

Payout as (%) of Target

Performance Goal

Payout as (%) of Target

Performance Goal (Relative Percentile)

Payout as (%) of Target

Threshold

$60.7 million

25^th

$61.1 million

Up to 25

25^th

Target

$65.3 million

100

50^th

100

$65.7 million

100

50^th

100

Maximum

$69.4 million

200

75^th

200

$70.3 million

200

75^th

200

The following table shows the: (1) threshold, target and maximum amounts of the ~~2014~~2015 performance incentive bonus that were attainable, both as a percentage of the named executive officer’s annual base salary and as a dollar amount, based on the extent to which we achieve the pre-tax earnings and comparable sales components set forth above; and (2) total actual performance incentive bonus payments earned based on our ~~2014~~2015 performance of ~~$60.7~~(a) $24.0 million of pre-tax earnings, ~~from continuing operations~~calculated as noted above (i.e., ~~14.4%~~0% of the total bonus target earned), and (b) comparable sales at the 6236^ndth percentile of the ~~2014~~2015 Performance Group (i.e., ~~47.6%~~19.7% of the bonus target ~~earned)~~earned, however, no portion of the comparable sales component was earned because we did not achieve 75% of the pre-tax earnings target):


Executive	Threshold		Target		Maximum		2014 Bonus Earned		Threshold		Target		Maximum		2015 Bonus Earned
Executive	% of Salary	Potential Payout	% of Salary	Potential Payout	% of Salary	Potential Payout	% of Salary	Actual Payout	% of Salary	Potential Payout	% of Salary	Potential Payout	% of Salary	Potential Payout		% of Salary	Actual Payout
Mr. Glazer	25	$242,250	100	$969,001	200	$1,938,001	62	$600,780	25	$250,000	100	$1,000,000	200	$2,000,000		0	$0
Mr. Shein	12.5	$50,001	50	$200,005	100	$400,010	62	$124,003	15	$61,800	60	$247,200	120	$494,400		0	$0
Mr. Lawrence	17.5	$110,670	70	$442,680	140	$885,361	62	$274,462	18.75	$123,263	75	$493,050	150	$986,100		0	$0
Mr. Hunter	12.5	$54,188	50	$216,750	100	$433,501	62	$134,385	15	$70,500	60	$282,000	120	$564,000		0	$0
Mr. Parsons	12.5	$53,125	50	$212,500	100	$425,000	62	$131,750	15	$65,550	60	$262,200	120	$524,400		0	$0

~~This Page Intentionally Left Blank~~

~~EXHIBIT A: STAGE STORES EXECUTIVE PERFORMANCE INCENTIVE BONUS PLAN~~

1.~~EFFECTIVE DATE~~

~~Subject to approval by the Company’s shareholders, this Plan is effective as of the Effective Date.~~

2.~~PURPOSE~~

The Plan is designed to assist the Company and its Affiliates in attracting, retaining and motivating employees; align Participants’ interests with those of the Company’s shareholders; and qualify compensation paid to Participants who are Covered Associates as “qualified performance-based compensation” within the meaning of Section 162(m) of the IRC or a successor provision.

3.~~DEFINITIONS~~


~~3.01.~~	“~~Affiliate” means any person with whom the Company would be considered a single employer under IRC Section 414(b) or (c).~~


~~3.02.~~	“~~APB” means Accounting Principles Board Opinion.~~


~~3.03.~~	“~~ASC” means the Accounting Standards Codification.~~


~~3.04.~~	“~~Base Salary~~” means a Participant’s actual annualized gross salary rate (currently known as regular pay) in effect on the Determination Date. Such salary shall be before: (a) deductions for taxes and benefits; and (b) deferrals of salary pursuant to Company-sponsored plans.


~~3.05.~~	“~~Beneficiary” means the person or persons entitled to receive the interest of a Participant in the event of the Participant’s death.~~


~~3.06.~~	“~~Board” means the Board of Directors of the Company.~~


~~3.07.~~	“~~Bonus” means a payment subject to the provisions of this Plan.~~


~~3.08.~~	“~~Change in Control” shall be deemed to have occurred:~~

~~(a)~~

on such date, within the 12-month period following the date that any one person, or more than one person acting as a group (as defined in §1.409A-3(i)(5)(v)(B) of the Treasury Regulations), acquires ownership of stock that represents twenty-five percent (25%) or more of the combined voting power of the Company’s then outstanding securities (the “Trigger Date”), that a majority of the individuals who, as of the Trigger Date, constitute the Board (the “Incumbent Board”) are replaced by new members whose appointment or election is not endorsed by a majority of the members of the Incumbent Board before the date of such appointment or election;

~~(b)~~

as of the date that any one person, or more than one person acting as a group (as defined in §1.409A-3(i)(5)(v)(B) of the Treasury Regulations), acquires ownership of stock that, together with stock held by such person or group, constitutes more than 50% of either (1) the then outstanding shares of Common Stock of the Company or (2) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors; provided, however, if any one person or more than one person acting as a group, is considered to own more than fifty percent (50%) of the total fair market value or total voting power of the stock of the Company, the acquisition of additional stock by the same person or persons shall not be considered to cause a Change in Control; or

~~(c)~~

on the date any one person, or more than one person acting as a group (as defined in §1.409A-3(i)(5)(v)(B) of the Treasury Regulations), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) all, or substantially all, of the assets of the Company, except for any sale, lease exchange or transfer resulting from any action taken by any creditor of the Company in enforcing its rights or remedies against any assets of the Company in which such creditor holds a security interest. Provided further, a transfer of assets by the Company shall not be treated as a Change in Control if the assets are transferred to:


~~(i)~~	~~A shareholder of the Company (immediately before the asset transfer) in exchange for or with respect to its stock;~~


~~(ii)~~	~~An entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by the Company;~~


~~(iii)~~	~~A person, or more than one person acting as a group, that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of the Company; or~~


~~(iv)~~	~~An entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a person described in paragraph (iii) herein.~~

~~For purposes of subsection (c) and except as otherwise provided in paragraph (i), a person’s status is determined immediately after the transfer of the assets.~~

~~3.09.~~

“~~Committee~~” means the Compensation Committee of the Board, which shall consist of not less than three (3) members of the Board each of whom is a “non-employee director” as defined in Securities and Exchange Commission Rule 16b-3(b)(3)(i), or as such term may be defined in any successor regulation under Section 16 of the Exchange Act. In addition, each member of the Committee shall be an “outside director” within the meaning of IRC Section 162(m). For any sections of this Plan that require action by the Committee, “Committee” means at least a majority of the members of the Compensation Committee of the Board. Any action taken by a majority (but not less than three (3)) of the “outside directors” (within the meaning of IRC Section 162(m)) of the Board to ratify or approve an action by the Committee shall be deemed to be an action by the Committee for purposes of this Plan.


~~3.10.~~	“~~Common Stock” means the common stock of the Company, its successors and assigns.~~


~~3.11.~~	“~~Company” means Stage Stores, Inc., a Nevada corporation, its successors and assigns and any corporation which shall acquire substantially all its assets.~~


~~3.12.~~	“~~Covered Associate” means any Participant who is expected to be a “covered employee” (in the Fiscal Year the Bonus is expected to be payable) as defined in IRC Section 162(m) and the regulations thereunder.~~


~~3.13.~~	“~~Determination Date~~” means as to a Requisite Service Period: (a) the first day of the Requisite Service Period; or (b) such other date set by the Committee provided such date will not jeopardize the Plan’s Bonus as qualified performance-based compensation under IRC Section 162(m).


~~3.14~~	“~~Effective Date” means March 26, 2015.~~


~~3.15.~~	“~~Eligible Position~~” means an employment position with the Company or an Affiliate which provides the employee in the position the opportunity to participate in the Plan, subject to the Committee’s determination of Eligible Positions and Participants.


~~3.16.~~	“~~ERISA” means the Employee Retirement Income Security Act of 1974, as amended.~~


~~3.17.~~	“~~Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.~~


~~3.18.~~	“~~FASB” means the Financial Accounting Standards Board.~~


~~3.19.~~	“~~FIN” means the FASB Interpretations.~~

~~3.20.~~

“~~Final Pre-Establishment Date~~” means the last day a performance condition may be considered pre-established under IRC Section 162(m). As of the Effective Date, a performance objective shall be considered pre-established if the Committee establishes the performance goal in writing not later than 90 days after the commencement of the Requisite Service Period (or before 25% of the Requisite Service Period has elapsed) and when the outcome of the performance goal is substantially uncertain.


~~3.21.~~	“~~Fiscal Year” means the fiscal year of the Company (as of the Effective Date, comprised of a 52/53 week fiscal year which ends on the Saturday nearest to January 31).~~


~~3.22.~~	“~~Fiscal Year Bonus~~” means any Bonus relating to a period of service coextensive with one or more consecutive Fiscal Years, of which no amount is paid or payable during the Fiscal Year(s) constituting the period of service.


~~3.23.~~	“~~IRC” means the Internal Revenue Code of 1986, as amended from time to time, and any successor.~~


~~3.24.~~	“~~Participant” means an employee of the Company or an Affiliate who has been approved for participation in the Plan by the Committee (or its designee).~~

~~3.25.~~

“~~Performance Period~~” means the period (which, with respect to a Covered Associate, may be no shorter than a fiscal quarter of the Company) established by the Committee over which the Committee measures whether or not Bonuses have been earned. In most cases, the Performance Period will be a Fiscal Year. In the case of an inaugural Performance Period, the Performance Period may be less than a Fiscal Year.


~~3.26.~~	“~~Plan” means this Stage Stores Executive Performance Incentive Bonus Plan.~~


~~3.27.~~	“~~Requisite Service Period” means the period during which a Participant is required to provide service in exchange for a Bonus award.~~


~~3.28.~~	“~~SFAS” means the Statement of Financial Accounting Standards.~~

~~3.29.~~

“~~Tax~~” means any net income, alternative or add-on minimum tax, gross income, gross receipts, commercial activity, sales, use, consumer, transfer, documentary, registration, ad valorem, value added, franchise, profits, license, withholding, payroll, employment, unemployment insurance contribution, excise, severance, stamp, occupation, premium, property, environmental or windfall profit tax, custom, duty, unclaimed fund/abandoned property, or other tax, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest or any penalty, addition to tax or additional amount imposed by any governmental authority responsible for the imposition of any such tax.


~~3.30.~~	“~~Termination” or any form thereof means a “separation from service” as defined in Treasury Regulation §1.409A-1(h) by a Participant with the Company and all its Affiliates.~~

4.~~ELIGIBILITY AND PARTICIPATION~~


~~4.01.~~	Participation. The Participants for any Performance Period shall be those officers, executives and key employees who are selected for participation under the Plan by the Committee for such Performance Period.


~~4.02.~~	Termination of Participation. The Committee may withdraw its approval for participation for a Participant at any time. In the event of such withdrawal, the employee concerned shall cease to be an active Participant as of the date selected by the Committee.

~~4.03.~~

New Hires, Promotions and Other Changes After the Final Pre-Establishment Date. For individuals hired or promoted into Eligible Positions after the Final Pre-Establishment Date for a particular Performance Period, a Performance Period shorter than a full Fiscal Year may be established by the Committee. For Participants who are transferred (including promotions and demotions) between Eligible Positions or receive an increase in Base Salary after the Final Pre-Establishment Date for a particular Performance Period, multiple Performance Periods may be established by the Committee covering different portions of the same Fiscal Year. By way of example, a Participant who is promoted at the midpoint of the Fiscal Year and receives an increase in Base Salary may have a Performance Period covering the first half of the Fiscal Year based on the then-applicable Base Salary, and another Performance Period covering the second half of the Fiscal Year based on the then-applicable (increased) Base Salary. Section 5.02 governs irrespective of whether the Performance Period is the equivalent of a full Fiscal Year.

~~4.04.~~

Termination of Employment. A Participant shall forfeit all rights to a Bonus unless the Participant is employed by the Company or an Affiliate on the final day of the applicable Performance Period. Notwithstanding the foregoing, a Participant who Terminates by reason of retirement during a Performance Period shall be entitled to a pro-rated portion of any Bonus that the Participant would have been eligible to receive for the Performance Period in which his or her retirement occurred had his or her retirement not occurred at all.

~~4.05~~

Proration Upon Retirement. Proration of a Bonus upon retirement will be determined by rounding the effective date of retirement as follows: (a) if the effective date of a Participant’s retirement occurs on or before the 14^th day of a calendar month, then the Participant shall not receive credit for the calendar month in which the Participant’s retirement is effective; and (b) if the effective date of a Participant’s retirement occurs on or after the 15^th ~~day of a calendar month, then the Participant shall receive credit for the calendar month in which the Participant’s retirement is effective.~~

5.~~DETERMINATION OF BONUSES~~


~~5.01.~~	The material terms of the performance measure(s) must be disclosed to, and subsequently approved by, the shareholders before the Bonus payout is executed, unless the performance measures conform individually, alternatively or in any combination of the performance criteria and the application thereof in Appendix A.


~~5.02.~~	~~On or before the Final Pre-Establishment Date:~~


~~(a)~~	The Committee, in its sole discretion, shall either: (i) assign each Participant a target Bonus opportunity level expressed as a percentage of Base Salary or a whole dollar amount; or (ii) establish a payout table or formula for purposes of determining the Bonus (if any) payable to each Participant. With respect to Bonus opportunities expressed as a percentage of Base Salary, the

~~Committee shall fix the Base Salary component of the Bonus formula prior to the establishment of the performance objectives.~~

~~(b)~~

The Committee shall establish in writing the performance measure(s) (in accordance with Section 5.01) applicable to the Performance Period to any Participant. Such pre-established performance measures must state, in terms of an objective formula or standard, the method for computing the amount of the Bonus payable to the Participant if the objective(s) is (are) obtained. A formula or standard is objective if a third party having knowledge of the relevant performance results could calculate the amount to be paid to the Participant. The Committee may establish any number of Performance Periods, objectives and Bonuses for any Participant running concurrently, in whole or in part, provided, that in so doing the Committee does not jeopardize the Company’s deduction for such Bonuses under IRC Section 162(m).


~~5.03.~~	~~Each payout table or formula:~~


~~(a)~~	~~shall be in writing;~~


~~(b)~~	~~shall be based on a comparison of actual performance to the performance objectives;~~


~~(c)~~	~~may include a threshold which is the level of achievement of the performance objective in which payout begins;~~


~~(d)~~	~~shall include a maximum which is the level of achievement for the maximum Bonus payout percentage (subject to Section 5.06); and~~


~~(e)~~	shall provide for a formula for the actual Bonus attainment in relation to the Participant’s target Bonus, depending on the extent to which actual performance approached, reached or exceeded the performance criteria goal subject to Section 5.06.

~~5.04.~~

After the end of each Performance Period or such earlier date if the performance objective(s) are achieved, the Committee shall certify in writing, prior to the unconditional payment of any Bonus, which performance objective(s) for the Performance Period were satisfied and to what extent they were satisfied. The Committee shall determine the actual Bonus for each Participant based on the payout table/formula established in Section 5.03.


~~5.05.~~	~~The Committee, in its discretion, may cancel or decrease a Bonus calculated under this Plan, but may not under any circumstances increase such Bonus calculated under this Plan.~~


~~5.06.~~	~~Any other provision of the Plan notwithstanding, the maximum aggregate Bonus payable to a Participant for a particular Fiscal Year may not exceed $5,000,000.~~

6.~~PAYMENT OF INCENTIVE BONUSES~~


~~6.01~~	~~In General. Once the amount of the Bonus is determined in accordance with Section 5.04, payment of the Bonus shall be made pursuant to Section 6.02.~~

~~6.02~~

Current Payment. A Participant’s Bonus for a Performance Period shall be paid in a lump sum, less applicable withholding taxes, to the Participant, or his/her Beneficiary in the event of his/her death, before the later of (a) the 15th day of the third month following the Participant’s first taxable year in which such Bonus is no longer subject to a substantial risk of forfeiture (within the meaning of IRC Section 409A) or (b) the 15th day of the third month following the end of the first taxable year of the service recipient (within the meaning of IRC Section 409A) in which such Bonus is no longer subject to a substantial risk of forfeiture.

7.~~RIGHTS OF PARTICIPANTS~~

~~7.01.~~

No Participant or Beneficiary shall have any interest in any fund or in any specific asset or assets of the Company or an Affiliate by reason of any account under the Plan. It is intended that the Company has merely a contractual obligation to make payments when due hereunder and it is not intended that the Company hold any funds in reserve or trust to secure payments hereunder. No Participant may assign, pledge, or encumber his/her interest under the Plan, or any part thereof, except that a Participant may designate a Beneficiary as provided herein.


~~7.02.~~	Nothing contained in this Plan shall be construed to give any employee or Participant any right to receive any Bonus other than in the sole discretion of the Committee or any rights whatsoever with respect to the Common Stock of the Company.

8.~~NO EMPLOYEE RIGHTS~~

Nothing in the Plan or participation in the Plan shall confer upon any Participant the right to be employed by the Company or an Affiliate or to continue in the employ of the Company or an Affiliate, nor shall anything in the Plan, or participation in the Plan amend, alter or otherwise affect any rights or terms of employment or other benefits arising from that employment.

9.~~ADMINISTRATION~~

~~9.01.~~

Administration. The Committee shall have complete authority to administer the Plan, interpret the terms of the Plan, determine eligibility to participate in the Plan, and make all other determinations and take all other actions in accordance with the terms of the Plan. ~~Any determination or decision by the Committee shall be conclusive and binding on all persons who at any time have or claim to have any interest whatever under this Plan.~~


~~9.02.~~	Liability of Committee, Indemnification. To the extent permitted by law, the Committee shall not be liable to any person for any action taken or omitted in connection with the interpretation and administration of this Plan unless attributable to his or her own bad faith or willful misconduct.


~~9.03.~~	~~Expenses. The costs of the establishment, the adoption, and the administration of the Plan, including but not limited to legal and accounting fees, shall be borne by the Company.~~


~~9.04.~~	Choice of Law. The validity and effect of this Plan and the rights and obligations of all persons affected hereby shall be construed and determined in accordance with the laws of the State of Texas, unless superseded by federal law, which shall govern correspondingly.

~~10.AMENDMENT OR TERMINATION~~

The Committee may modify or amend, in whole or in part, any or all of the provisions of the Plan, except as to those terms or provisions that are required by IRC Section 162(m) to be approved by the shareholders, or suspend or terminate the Plan entirely; provided, however, that no such modifications, amendment, suspension or termination may, without the consent of the Participant, or his Beneficiary in the case of his/her death, reduce the right of a Participant, or his/her Beneficiary, as the case may be, to any payment due under the Plan. For the avoidance of doubt, the Committee may amend the Plan as necessary to conform the Plan to the requirements of IRC Section 409A.

~~11.TAX WITHHOLDING~~

The Company or the employing Affiliate shall have the right to deduct from all cash payments any federal, state, or local taxes or other withholding amounts required by law or valid court order to be withheld with respect to such cash payments. The determination of the Company or the employing Affiliate regarding applicable income and employment tax withholding requirements shall be final and binding on the Participant.

~~12.CLAIMS PROCEDURE~~


~~12.01.~~	~~Any Participant (“claimant~~”) who believes that he or she is entitled to a benefit under the Plan or that wishes to resolve a dispute or disagreement which arises under, or in any way relates to, the interpretation or construction of the Plan may file a claim with the Committee.


~~12.02.~~	If the claim is wholly or partially denied, the Committee will within ninety (90) days of the receipt of such claim provide the claimant with written notice of the denial setting forth in a manner calculated to be understood by the claimant:


~~(a)~~	~~The specific reason or reasons for which the claim was denied;~~


~~(b)~~	~~Specific reference to pertinent Plan provisions, rules, procedures or protocols upon which the Committee relied to deny the claim;~~


~~(c)~~	~~A description of any additional material or information that the claimant may file to perfect the claim and an explanation of why this material or information is necessary; and~~


~~(d)~~	An explanation of the Plan’s claims review procedure and the time limits applicable to such procedure and a statement of the claimant’s right to bring a civil action under §502(a) of ERISA, following an adverse determination upon review.

If special circumstances require the extension of the ninety (90) day period described above, the claimant will be notified before the end of the initial period of the circumstances requiring the extension and the date by

~~which the Committee expects to reach a decision. Any extension for deciding a claim will not be for more than an additional ninety (90) day period.~~


~~12.03.~~	~~Review Procedure. If a claim has been wholly or partially denied, the affected claimant, or such claimant’s authorized representative, may:~~


~~(a)~~	~~Request that the Committee reconsider its initial denial by filing a written appeal within sixty (60) days after receiving written notice that all or part of the initial claim was denied;~~


~~(b)~~	~~Review pertinent documents and other material upon which the Committee relied when denying the initial claim; and~~


~~(c)~~	~~Submit a written description of the reasons for which the claimant disagrees with the Committee’s initial adverse decision.~~

An appeal of an initial denial of benefits and all supporting material must be made in writing within the time periods described above and directed to the Committee. The Committee is solely responsible for reviewing all benefit claims and appeals and taking all appropriate steps to implement its decision.

The Committee’s decision on review will be sent to the claimant in writing and will include specific reasons for the decision, written in a manner calculated to be understood by the claimant, as well as specific references to the pertinent Plan provisions, rules, procedures or protocols upon which the Committee relied to deny the appeal. The Committee will consider all information submitted by the claimant, regardless of whether the information was part of the original claim. The decision will also include a statement of the claimant’s right to bring an action under ERISA §502(a).

The Committee’s decision on review will be made not later than sixty (60) days after his or her receipt of the request for review, unless special circumstances require an extension of time for processing, in which case a decision will be rendered as soon as possible, but not later than one-hundred-twenty (120) days after receipt of the request for review. This notice to the claimant will indicate the special circumstances requiring the extension and the date by which the Committee expects to render a decision and will be provided to the claimant prior to the expiration of the initial period.

To the extent permitted by law, the decision of the Committee will be final and binding on all parties. No legal action for benefits under the Plan will be brought unless and until the claimant has exhausted such claimant’s remedies under this Section 12.01.

~~13.CLAWBACKS~~

Bonuses made pursuant to the Plan are subject to recovery pursuant to the Company’s compensation recovery policy then in effect or as it may be amended from time to time. To the extent required by applicable laws, rules, regulations or securities exchange listing requirements and the Company’s compensation recovery policy then in effect, the Company shall have the right, and shall take all actions necessary, to recover any amounts paid to any individual under this Plan.

~~14.IRC SECTION 162(m)~~

It is the intent of the Company that the Plan comply fully with and meet all the applicable requirements of IRC Section 162(m) and the regulations thereunder with respect to Bonuses. If any provision of the Plan or if the award of a Bonus would otherwise conflict with the intent expressed in this Section 14, that provision, to the extent possible, shall be interpreted so as to avoid such conflict. To the extent of any remaining irreconcilable conflict with such intent, such provision shall be deemed void as applicable to Covered Employees. Nothing herein shall be interpreted to preclude a Participant who is or may be a Covered Employee form receiving any remuneration from the Company that is awarded not pursuant to the Plan or does not comply with IRC Section 162(m).

~~15.IRC SECTION 409A~~

The Plan and all Bonuses granted hereunder are intended to comply with, or otherwise be exempt from, IRC Section 409A. The Plan and all Bonuses shall be administered, interpreted, and construed in a manner consistent with IRC Section 409A or an exemption therefrom. Should any provision of the Plan, any Bonus hereunder, or any other agreement or arrangement contemplated by the Plan be found not to comply with, or otherwise be exempt from, the provisions of IRC Section 409A, such provision shall be modified and given effect (retroactively if necessary), in the sole discretion of the Committee, and without the consent of the Participant, in such manner as the Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, IRC Section 409A. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent required in

order to avoid accelerated taxation or tax penalties under IRC Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Plan during the six-month period immediately following the Participant’s separation from service shall instead be paid on the first business day after the date that is six months following the Participant’s Termination date (or death, if earlier). Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Plan comply with IRC Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with IRC Section 409A.

~~APPENDIX A~~

I.~~PERFORMANCE CRITERIA~~

Performance criteria imposed on Bonus opportunities will be derived using the accounting principles generally accepted in the United States of America and will be reported or appear in the Company’s filings with the Securities Exchange Commission (including, but not limited to, Forms 8-K, 10-Q and 10-K) or the Company’s proxy statement or annual report to shareholders and will be derived from one or more (or any combination of one or more) of the following:


~~(a)~~	~~Earnings (loss) per common share from continuing operations;~~


~~(b)~~	~~Earnings (loss) per common share;~~


~~(c)~~	~~Operating profit (loss), operating income (loss), or income (loss) from operations (as the case may be);~~


~~(d)~~	~~Income (loss) from continuing operations before unusual or infrequent items;~~


~~(e)~~	~~Income (loss) from continuing operations;~~


~~(f)~~	~~Income (loss) before income taxes;~~


~~(g)~~	~~Income (loss) from continuing operations before income taxes;~~


~~(h)~~	~~Income (loss) from continuing operations before extraordinary item and /or cumulative effect of a change in accounting principle (as the case may be);~~


~~(i)~~	~~Income (loss) before extraordinary item and/or cumulative effect of a change in accounting principle (as the case may be);~~


~~(j)~~	~~Net income (loss);~~


~~(k)~~	~~Income (loss) before other comprehensive income (loss);~~


~~(l)~~	~~Comprehensive income (loss);~~


~~(m)~~	~~Income (loss) before interest and income taxes (sometimes referred to as “EBIT”);~~


~~(n)~~	~~Income (loss) before interest, income taxes, depreciation and amortization (sometimes referred to as “EBITDA”);~~


~~(o)~~	Any other objective and specific income (loss) category or non-GAAP financial measure that appears as a line item in the Company’s filings with the Securities and Exchange Commission or the annual report to shareholders;


~~(p)~~	~~Any of items (c) through (o) on a weighted average Common Stock outstanding basis;~~

~~(q)~~

Either of items (a) or (b) on a basic basis and any of items (c) through (o) on a basic earnings per share basis, as basic earnings per share is defined in FASB ASC 260, Earnings Per Share, including authoritative interpretations or amendments thereof which may be issued from time to time as long as such interpretations or amendments are utilized on the consolidated statements of operations or statement of operations, as applicable, or in the notes to the consolidated financial statements;

~~(r)~~

Either of items (a) or (b) on a diluted basis and any of items (c) through (o) on a diluted earnings per share basis, as diluted per share is defined in the FASB ASC 260 - Earnings Per Share including authoritative interpretations or amendments thereof which may be issued from time to time as long as such interpretations or amendments are utilized on the consolidated statements of operations or statement of operations, as applicable, or in the notes to the consolidated financial statements;


~~(s)~~	~~Common share price;~~


~~(t)~~	~~Total shareholder return expressed on a dollar or percentage basis as is customarily disclosed in the proxy statement accompanying the notice of annual meetings of shareholders;~~


~~(u)~~	Percentage increase in comparable sales, whether on an absolute basis or relative to those publicly held companies in the Company’s peer group as established by the Committee prior to the Final Pre-Establishment Date or such later date as permitted under the IRC;


~~(v)~~	~~Gross profit (loss) or gross margin (loss) (as the case may be);~~


~~(w)~~	~~Economic value added;~~


~~(x)~~	~~Return measures (including, but not limited to, return on assets, capital, invested capital, equity, sales, or revenue);~~


~~(y)~~	~~Expense targets;~~


~~(z)~~	~~Cash flow (including, but not limited to, operating cash flow, free cash flow, cash flow return on equity, and cash flow return on investment);~~


~~(aa)~~	~~Productivity ratios;~~


~~(bb)~~	~~Market share;~~


~~(cc)~~	~~Customer satisfaction;~~


~~(dd)~~	~~Working capital targets and change in working capital;~~


~~(ee)~~	Any of items (a) through (dd) with respect to any subsidiary, Affiliate, business unit, business group, business venture or legal entity, including any combination thereof, or controlled directly or indirectly by the Company whether or not such information is included in the Company’s annual report to shareholders, proxy statement or notice of annual meeting of shareholders;


~~(ff)~~	~~Any of items (a) through (dd) above may be determined before or after a minority interest’s share as designated by the Committee;~~


~~(gg)~~	Any of items (a) through (dd) above with respect to the period of service to which the performance goal relates whether or not such information is included in the Company’s SEC filings, annual report to shareholders, proxy statement or notice of annual meetings of shareholders;


~~(hh)~~	Total shareholder return ranking position meaning the relative placement of the Company’s total shareholder return [as determined in (t) above] compared to those publicly held companies in the Company’s peer group as established by the Committee prior to the Final Pre-Establishment Date or such later date as permitted under the IRC; or


~~(ii)~~	With respect to items (a), (b), (p), (q) and (r) above, other terminology may be used for each such performance criteria (including, but not limited to, “Basic EPS,” “income (loss) per common share,” “diluted EPS,” or “earnings per common share-assuming dilution”) as contemplated by ASC 260 - Earnings Per Share, as amended, revised or superseded.

~~(jj)~~

To avoid a circular reference, the Committee may establish any of the performance measures above computed without taking into account an amount reflected therein related to Bonuses awarded the under Plan. The Committee shall explicitly state such exclusion of the Bonuses when establishing the material terms of the performance measure. If the performance measure (considered without this exclusion of the Bonuses) reflects an income tax effect of the Bonuses, this exclusion should reflect the corresponding income tax effects attributable thereto.


~~II.~~	~~EQUITABLE ADJUSTMENTS~~

The Committee, in its sole discretion, in setting the performance objectives in the time prescribed in Section 5, may provide for the making of equitable adjustments (including the income tax effects attributable thereto), singularly or in combination, to the performance criteria (in Section I of this Appendix) in recognition of unusual or non-recurring events, transactions and accruals, including, without limitation, for the effect of the following qualifying objective items (or any particular item(s) within the following items or portion(s) thereof):


~~(a)~~	~~Asset impairments as described in ASC 360 - Property, Plant, & Equipment, as amended, revised or superseded;~~


~~(b)~~	~~Costs associated with exit or disposal activities as described by ASC 420 - Exit or Disposal Cost Obligations, as amended, revised or superseded;~~


~~(c)~~	~~Impairment charges (excluding the amortization thereof) related to goodwill or other intangible assets, as described by ASC 350 - Intangibles - Goodwill and Other, as amended, revised or superseded;~~

~~(d)~~

Integration costs related to all merger and acquisition activity of the Company and/or its Affiliates, including, without limitation, any merger, acquisition, reverse merger, triangular merger, tender offer, consolidation, amalgamation, arrangement, security exchange, business combination or any other purchase or sale involving the Company and/or its Affiliates (or foreign equivalent of any of the foregoing);

~~(e)~~

Transaction costs related to all merger and acquisition activity of the Company and/or its Affiliates, including, without limitation, any merger, acquisition, reverse merger, triangular merger, tender offer, consolidation, amalgamation, arrangement, security exchange, business combination or any other purchase or sale involving the Company and/or its Affiliates (or foreign equivalent of any of the foregoing);


~~(f)~~	~~Any profit or loss attributable to the business operations of a specified segment as described in ASC 280 - Segment Reporting, as amended, revised or superseded;~~


~~(g)~~	Any profit or loss attributable to a specified segment as described in ASC 280 - Segment Reporting, as amended, revised or superseded, acquired during the Performance Period or an entity or entities acquired during the Performance Period to which the performance goal relates;


~~(h)~~	~~Any Tax settlement(s) with a Tax authority;~~


~~(i)~~	~~The relevant Tax effect(s) of Tax laws or regulations, or amendments thereto, that become effective after the beginning of the Performance Period;~~


~~(j)~~	~~Any extraordinary item, event or transaction as described in ASC 225-20 - Income Statement - Extraordinary and Unusual Items, as amended, revised or superseded;~~


~~(k)~~	Any unusual in nature, or infrequent in occurrence items, events or transactions (that are not “extraordinary” items) as described in ASC 225-20 - Income Statement - Extraordinary and Unusual Items, as amended, revised or superseded;


~~(l)~~	~~Any other non-recurring items, any events or transactions that do not constitute ongoing operations, or other non-GAAP financial measures (not otherwise listed);~~


~~(m)~~	~~Any change in accounting principle as described in ASC 250-10 Accounting Changes and Error Corrections, as amended, revised or superseded;~~


~~(n)~~	~~Unrealized gains or losses on investments in debt and equity securities as described in ASC 320 - Investments - Debt and Equity Securities, as amended, revised or superseded;~~


~~(o)~~	~~Any gain or loss recognized as a result of derivative instrument transactions or other hedging activities as described in ASC 815 - Derivatives and Hedging, as amended, revised or superseded;~~


~~(p)~~	~~Shares-based compensation charges as described in ASC 718 - Compensation - Stock Compensation and ASC 505-50 Equity-Based Payments to Non-Employees, as amended, revised or superseded;~~


~~(q)~~	~~Any gain or loss as reported as a component of other comprehensive income as described in ASC 220 - Comprehensive Income, as amended, revised or superseded;~~


~~(r)~~	~~Any expense (or reversal thereof) as a result of incurring an obligation for a direct or indirect guarantee, as described in ASC 460 - Guarantees, as amended, revised or superseded;~~


~~(s)~~	~~Any gain or loss as the result of the consolidation of a variable interest entity as described in ASC 810 - Consolidation, as amended, revised or superseded;~~


~~(t)~~	Any expense, gain or loss (including, but not limited to, judgments, interest on judgments, settlement amounts, attorneys’ fees and costs, filing fees, experts’ fees, and damages sustained as a result of the imposition of injunctive relief) as a result of claims, litigation, judgments or lawsuit settlement (including collective actions or class action lawsuits); or


~~(u)~~	~~Any charges associated with the early retirement of debt obligations.~~



o	Preliminary Proxy Statement
o	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x	Definitive Proxy Statement
o	Definitive Additional Materials
o	Soliciting Material Pursuant to § 240.14a-12



x	No fee required.
o	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1)			Title of each class of securities to which transaction applies:_______________
(2)			Aggregate number of securities to which transaction applies:_______________
(3)			Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):_______________
(4)			Proposed maximum aggregate value of transaction:_______________
(5)			Total fee paid:_______________
o		Fee paid previously with preliminary materials.
o		Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
		(1)	Amount Previously Paid:_______________
		(2)	Form, Schedule or Registration Statement No.:_______________
		(3)	Filing Party:_______________
		(4)	Date Filed: ________________



NOTICE OF ANNUAL MEETING OF SHAREHOLDERS	i
IMPORTANT INFORMATION REGARDING VOTING	ii
IMPORTANT INFORMATION REGARDING AVAILABILITY OF PROXY MATERIALS	ii
IMPORTANT INFORMATION REGARDING ANNUAL MEETING ATTENDANCE	ii
PROXY STATEMENT	1
ABOUT THE ANNUAL MEETING	1
ITEM 1: ELECTION OF DIRECTORS	4
GOVERNANCE	87
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	14
ITEM 2: APPROVAL OF ~~THE PERFORMANCE BONUS PLAN~~AMENDMENT TO OUR BYLAWS TO ADOPT MAJORITY VOTING IN UNCONTESTED DIRECTOR ELECTIONS	17
EXECUTIVE COMPENSATION	2118
DIRECTOR COMPENSATION	4543
EQUITY COMPENSATION PLAN INFORMATION	4846
ITEM 3: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION	4846
ITEM 4: RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP	5048
AUDIT COMMITTEE MATTERS	5048
ADDITIONAL INFORMATION	5149
OTHER MATTERS	5250
~~EXHIBIT A: STAGE STORES EXECUTIVE PERFORMANCE INCENTIVE BONUS PLAN~~ANNEX A	5451



Independent Directors	Audit Committee	Compensation Committee	Corporate Governance and Nominating Committee
Mr. Barocas		M	CM
Ms. Crowley	M		M
~~Ms. Ellis~~	M	M
Ms. ~~Greene-Sulzberger~~Ellis	M		MC
Mr. Glazer
Mr. Hesterberg		C	M
Ms. Kranc		M	M
Mr. Montgoris	M
Mr. Reasor		M	M
Mr. Scozzafava	C	M



Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class
BlackRock, Inc. (1) 55 East 52nd Street New York, NY 10022	3,199,033	10.1%
Wellington Management Group LLP (2) 280 Congress Street Boston, MA 02210	3,191,080	10.1%
Dimensional Fund Advisors LP (3) Building One 6300 Bee Cave Road Austin, TX, 78746	2,638,905	8.3%
The Vanguard Group, Inc. (4) 100 Vanguard Boulevard Malvern, PA 19355	2,054,776	6.5%


1.	Elect as directors the ~~ten~~nine nominees named in the Proxy Statement for a term of one year;


2.	Approve ~~the Stage Stores Executive Performance Incentive Bonus Plan;~~an amendment to our Amended and Restated Bylaws to implement a majority voting standard in uncontested director elections;


3.	Approve, on an advisory basis, the compensation of our named executive officers;


4.	Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending January ~~30, 2016;~~28, 2017; and


5.	Transact such other business as may properly come before the Annual Meeting.


Name of Beneficial Owner	Amount and Nature of Beneficial Ownership			Percent of Class	Amount and Nature of Beneficial Ownership				Percent of Class
Name of Beneficial Owner	Common Stock	Unvested Restricted Stock	Stock Options / SARs Exercisable Within 60 Days	Percent of Class	Common Stock	Restricted Stock	SARs Exercisable Within 60 Days	Total	Percent of Class
Michael L. Glazer (1)	243,970	143,666	—	1.2%
Michael L. Glazer (1)					313,292	290,039	—	603,331		2.2%
Oded Shein	21,838	20,693	15,000	*	31,242	73,966	15,000	105,208		*
Steven P. Lawrence	54,139	89,374	—	*	77,826	200,809	—	278,635		*
Steven L. Hunter	40,524	35,735	8,850	*	40,978	70,931	8,850	111,909		*
Stephen B. Parsons	880	30,388	—	*	8,143	63,460	—	71,603		*
Alan J. Barocas	42,595	5,155	—	*	55,250	5,644	—	60,894		*
Elaine D. Crowley	—	5,155	—	*	15,155	5,644	—	20,799		*
Diane M. Ellis	7,891	5,155	—	*	15,046	5,644	—	20,690		*
Gabrielle E. Greene-Sulzberger	21,574	5,155	—	*
Earl J. Hesterberg	27,096	5,155	—	*	32,251	5,644	—	37,895		*
Lisa R. Kranc	7,788	5,155	—	*	12,943	5,644	—	18,587		*
William J. Montgoris	66,035	5,155	—	*	81,190	5,644	—	86,834		*
C. Clayton Reasor	10,348	5,155	—	*	15,503	5,644	—	21,147		*
Ralph P. Scozzafava	13,335	6,008	—	*	29,343	5,644	—	34,897		*
All directors and executive officers as a group (18 persons)	603,953	432,762	26,750	3.3%
All directors and executive officers as a group (17 persons) (2)					850,507	842,292	28,750	1,692,799		6.0%


(1)	Mr. Glazer holds 122,929 shares of common stock pledged as security in a margin account.


(2)	Includes 2,379 shares of common stock held by the spouse of an executive officer who is not a named executive officer, and for which the executive officer does not have voting rights and disclaims beneficial ownership.


~~(o)~~	~~Any other objective and specific income (loss) category or non-GAAP financial measure that appears as a line item in our filings with the SEC or the annual report to shareholders;~~


~~(u)~~	~~Percentage increase in comparable store sales, whether on an absolute basis or relative to those publicly held companies in the Company’s peer group as established by the Committee;~~


M	Denotes a member of the committee.


C	Denotes the chair of the committee.


Executive	Target Performance Shares (#)(1)	Restricted Stock (#)(2)	Target Performance Shares (#)(1)	Restricted Stock (#)(2)
Mr. Glazer	50,417	41,250	60,942	49,861
Mr. Shein	9,167	7,500
Mr. Shein (3)			12,061	29,811
Mr. Lawrence	34,375	28,125	41,898	34,280
Mr. Hunter	11,458	9,375
Mr. Parsons (3)	—	20,000
Mr. Hunter (4)			6,348	21,353
Mr. Parsons			12,696	10,388



~~Percentile Ranking in Performance Group~~		~~Performance Shares Earned as (%) of Target~~
~~Top~~		~~200%~~
75^th		~~150%~~
50^th		~~100%~~
25^th		~~25%~~
~~< 25~~^th		—



Percentile Ranking in Performance Group		Performance Shares Earned as (%) of Target
≥90.9%		200.0%
72.7%		156.8%
50%		100.0%
27.3%		31.8%
< 27.3%		—


(2)	The restricted stock will vest on a pro rata basis over four years (i.e., 25% per year).


(3)	Mr. ~~Parsons was granted the 20,000~~Shein’s award includes 19,943 shares of restricted stock ~~shown in this table~~granted on ~~April 28, 2014,~~June 16, 2015, in connection with his execution of an ~~Employment Agreement~~employment agreement with us.


(4)	Mr. Hunter’s award includes 16,159 shares of restricted stock granted on April 1, 2015, in connection with his execution of an employment agreement with us.


Executive	2015 Base Salary ($) (1)	2015 Target Performance Bonus Opportunity (as Pct. of Salary) (%) (2)	Performance Shares (#) (3)	Restricted Stock (#) (4)	2016 Base Salary ($) (1)	2016 Target Performance Bonus Opportunity (as Pct. of Salary) (%) (2)	Performance Shares (#) (3)	Restricted Stock (#) (4)
Mr. Glazer	1,000,000	100	60,942	49,861	1,000,000	100	121,447	182,171
Mr. Shein	412,000	60	12,061	9,868	412,000	60	25,840	38,760
Mr. Lawrence	657,400	75	41,898	34,280	657,400	75	90,439	135,659
Mr. Hunter	470,000	60	6,348	21,353	470,000	60	25,840	38,760
Mr. Parsons	437,000	60	12,696	10,388	437,000	60	25,840	38,760


(1)	The named executive officers’ base salaries were not adjusted ~~effective March 29, 2015. As compared to 2014, the 2015 base salaries were increased by 3.2%~~ for ~~Mr. Glazer, 3.0% for Mr. Shein, 4.0% for Mr. Lawrence, 8.4% for Mr. Hunter and 2.8% for Mr. Parsons.~~2016.


(2)	The percentage of base salary for a threshold performance incentive bonus opportunity ~~is 25%~~is13.75% of the target reflected in the above table for each named executive officer. The percentage of base salary for a maximum performance incentive bonus opportunity is double the target reflected in the above table for each named executive officer.


Name and Principal Position	Fiscal Year	Salary ($)	Bonus ($)	Stock Awards ($) (1)	Non-Equity Incentive Plan Compensation ($) (2)	All Other Compensation ($) (3)	Total ($)	Fiscal Year	Salary ($)	Bonus ($)	Stock Awards ($) (1)	Non-Equity Incentive Plan Compensation ($) (2)	All Other Compensation ($) (3)	Total ($)
Michael L. Glazer President and Chief Executive Officer	2014	966,077	—	2,736,628	600,780	159,670	4,463,155	2015	995,231	—	2,824,427	—	232,208	4,051,866
	2013	932,693	—	2,195,856	—	289,878	3,418,427	2014	966,077	—	2,736,628	600,780	159,670	4,463,155
	2012	709,423	—	2,638,923	1,488,945	95,108	4,932,399	2013	932,693	—	2,195,856	—	289,878	3,418,427

Oded Shein Executive Vice President, Chief Financial Officer and Treasurer	2014	395,360	—	497,578	124,003	75,140	1,092,081	2015	410,155	—	908,982	—	75,576	1,394,713
	2013	367,404	—	426,972	—	94,846	889,222	2014	395,360	—	497,578	124,003	75,140	1,092,081
	2012	354,135	—	326,728	308,318	62,417	1,051,598	2013	367,404	—	426,972	—	94,846	889,222

Steven P. Lawrence Chief Merchandising Officer	2014	630,493	—	1,865,876	274,462	107,782	2,878,613	2015	653,554	—	1,941,816	—	141,359	2,736,729
	2013	609,616	—	1,219,920	—	154,976	1,984,512	2014	630,493	—	1,865,876	274,462	107,782	2,878,613
	2012	420,000	—	1,378,039	690,704	116,896	2,605,639	2013	609,616	—	1,219,920	—	154,976	1,984,512

Steven L. Hunter Executive Vice President, Chief Information Officer	2014	432,193	—	671,123	134,385	71,800	1,309,501	2015	464,385	—	639,044	—	83,787	1,187,216
	2013	421,539	—	426,972	—	56,910	905,421	2014	432,193	—	671,123	134,385	71,800	1,309,501
	2012	404,135	—	271,085	360,045	43,056	1,078,321	2013	421,539	—	426,972	—	56,910	905,421

Stephen B. Parsons Executive Vice President, Chief Human Resources Officer (4)	2014	326,923	25,000	398,600	131,750	313,001	1,195,274	2015	435,154	—	588,421	—	84,322	1,107,897
								2014	326,923	25,000	398,600	131,750	313,001	1,195,274


(2)	The amounts in this column reflect annual performance incentive bonus awards earned under the applicable incentive bonus plan for performance during each of the last three fiscal years. Amounts earned for performance are paid during the subsequent fiscal year. The amounts reflected include any deferrals made pursuant to our DC Plan.


(3)	For ~~2014,~~2015, the amounts in this column include the following compensation for the executives, as more fully described in the table included with this footnote:


a.	Matching contributions made by us pursuant to our DC Plan, as described in the narrative disclosure accompanying the Nonqualified Deferred Compensation table below;


b.	Reimbursement of out-of-pocket healthcare costs under our supplemental executive medical plan, as described in the “Compensation Elements - Benefits and Perquisites” section of the CD&A;


c.	Healthcare insurance premium payments associated with our supplemental executive medical plan;


f.	The cost to us associated with the executive’s use of an automobile or the cash allowance provided in lieu of an automobile;


g.	An allowance for professional fees incurred in connection with estate planning, personal financial advisory services and individual tax preparation services; and


h.	~~Relocation expenses; and~~The aggregate incremental cost to Stage associated with limited non-business use of corporate aircraft by Mr. Glazer.


i.	~~The reimbursement of taxes related to our payment of relocation expenses.~~


Name	DC Plan Matching Contributions ($)	Healthcare Cost Reimburse-ment ($)	Healthcare Insurance Premiums ($)	Life Insurance Premiums ($)	Long-Term Disability Insurance Premiums ($)	Auto Use / Allowance ($)	Professional Fees Allowance ($)	Relocation Expenses ($)	Relocation Expense Tax Reimburse- ment ($)	DC Plan Matching Contributions ($)	Healthcare Cost Reimburse-ment ($)	Healthcare Insurance Premiums ($)	Life Insurance Premiums ($)	Long-Term Disability Insurance Premiums ($)	Auto Use / Allowance ($)	Professional Fees Allowance ($)	Non-Business Aircraft Usage ($)
Mr. Glazer	98,541	30,170	8,085	466	408	12,000	10,000	—	—	161,722	19,255	9,206	449	408	12,000	10,000	19,168
Mr. Shein	42,242	9,308	10,762	420	408	12,000	—	—	—	43,499	6,365	12,832	472	408	12,000	—	—
Mr. Lawrence	65,816	12,668	6,894	636	408	12,000	9,360	—	—	95,221	11,115	12,194	691	408	12,000	9,730	—
Mr. Hunter	36,709	11,603	10,623	457	408	12,000	—	—	—	50,983	4,661	12,468	535	408	12,000	2,732	—
Mr. Parsons	32,557	2,241	6,450	286	306	9,231	5,000	201,849	55,081	45,935	8,284	12,194	501	408	12,000	5,000	—

Director
Since

Business Experience, Current Positions on the Board’s Committees,
and Specific Qualifications for Service on the Board

Alan J. Barocas*

Business Experience: Senior Executive Vice President of Leasing at General Growth Properties, Inc., a real estate development and management firm, since January 2011. From May 2006 to January 2011, Mr. Barocas was the principal of Alan J. Barocas and Associates, a real estate consulting firm. From June 1981 to April 2006, he was employed by GAP, Inc., an apparel retailer, serving last as Senior Vice President of Real Estate.
Committee Memberships: Corporate Governance and Nominating Committee; Compensation Committee
Director Qualifications: Mr. Barocas’ lengthy service in senior executive roles for large public companies in the real estate and retail industries provides the Board with valuable leadership experience and real estate and retail expertise.