Corporate Governance Q&A


How many sitting CEOs of public companies serve on Stein Mart’s board?
Martin E. (Hap) Stein, CEO of Regency Centers Corporation is the only independent director who is a sitting public company CEO.

Who are Stein Mart’s independent directors?
The following members of Stein Mart’s board of directors are independent, applying the NASDAQ® rules:
Alvin R. (“Pete”) Carpenter
Ralph Alexander
Irwin Cohen
Susan Falk
Richard Sisisky
Robert L. Mettler
Martin E. (“Hap”) Stein (unrelated to Jay Stein)


Do Stein Mart’s directors serve on multiple public company boards?

Stein Mart directors serving on public company boards in addition to Stein Mart’s board are as follows:

Alvin R. Carpenter:

PSS World Medical, Inc. (NASDAQ: PSSI)
Regency Centers Corporation (NYSE: REG)

Irwin Cohen:

Supervalu (NASDAQ: SVU)

Martin A. Stein:

Regency Centers Corporation (NYSE: REG)
Patriot Transportation Holding, Inc. (NASDAQ: PATR)

Robert L. Mettler:

Jones Apparel Group (NYSE: JNY)


Does Stein Mart have Corporate Governance Guidelines?
Yes. Click here for a link to Stein Mart’s Corporate Governance guidelines.

Does Stein Mart have a Code of Ethics?
Yes. Click here for a link to Stein Mart’s Code of Ethics.

What are the details of Stein Mart’s restricted share and option grants?
Click here for a link to Stein Mart’s Compensation Committee Report that provides details of grants.

Are there financial hurdles for granting or vesting of options and restricted shares?
Click here for a link to Stein Mart’s Compensation Committee Report that provides details of Stein Mart’s long-term incentive compensation grants of options and restricted shares which are formula-driven, and based on the Company’s success in achieving annual plans approved in advance by the Compensation Committee.

Does Stein Mart’s Audit Committee review internal controls?
Yes. The Audit Committee met nine times during fiscal 2008 and carefully monitored the staffing and budget for the Company’s internal audit group and monitored compliance with the Sarbanes Oxley §404 internal controls testing. The Audit Committee also met in executive session on four occasions separately with the Company’s independent certified public accountants without the presence of management and also in separate executive sessions with the company's Chief Financial Officer and Senior Vice President of Internal Audit Safety and Security.

What are the results of the last Shareholder vote?
Click here for the results of the last shareholder vote.

Does Stein Mart use an independent supervisor of elections?
Yes. Broadridge Investor Services is the supervisor of all director elections.

Do all of Stein Mart’s directors hold shares in Stein Mart?
Yes. Please see the Company’s most current Proxy Statement for a full explanation; however, the following table indicates the beneficial ownership of each director as of April 3, 2009.

Alvin R. Carpenter: 26,249      Linda McFarland Farthing: 306,687
Mitchell W. Legler: 50,249      Jay Stein: 16,454,072
Martin E. Stein, Jr.: 40,049      Richard L. Sisisky: 41,549
John H. Williams, Jr.: 311,700      Ralph Alexander: 6,562
Susan Falk: 6,562   Irwen Cohen 0
David H. Stovall, Jr.: 0    


How often did the Corporate Governance Committee meet during the last fiscal year?
During fiscal 2008, the Corporate Governance Committee, made up of the Company’s independent directors, met four times.

Are there limits on the number of other Public Company boards on which a Stein Mart director may serve?
Yes. The Corporate Governance Guidelines limit the number of other Public Company boards to four.

Are there mandatory retirement guidelines for directors?
Yes. The Corporate Governance Guidelines require that each director’s continued service on the Board be re-evaluated by the Corporate Governance Committee at age 72.

How would I contact the Board of Directors?
You may contact any member of the Board of Directors by addressing correspondence to:

Gregory W. Kleffner, Corporate Secretary
Stein Mart, Inc.
1200 Riverplace Boulevard
Jacksonville, FL 32207		 OR Mitchell W. Legler, Esq.
General Counsel
300-A Wharfside Way
Jacksonville, FL 32207