Top Brown Shoe executives didn’t get a bonus last year because the company didn’t meet its earnings-per-share target, the company reports in a proxy statement filed today with the SEC. Chief Executive Ronald Fromm still got total compensation of nearly $3.5 million, according to the SEC-required tally sheet.

That included $850,000 in salary, $1.2 million in pension value, $716,796 worth of stock awards and $260,968 worth of stock options. Fromm’s perquisites included $403,769 for personal use of company planes, $14,355 for financial planning services, $238 worth of club dues, $4,915 for a special management trip and $3,333 for company-paid taxes on that trip.

 During the year, Fromm was granted $2.5 million worth of new performance shares and restricted stock. The lower stock figure in the tally sheet represents the accounting cost of grants he received in 2007 and prior years.

Browns earnings per share fell 9 percent during the fiscal year and its stock price dropped by half. The company says that because of the low stock price, it has modified its long-term incentive plan for 2008. Instead of making grants all in stock, they’ll be made partly in stock and partly in cash. The proxy statement says this was done “to balance our objectives for executive compensation with our concerns that we not cause excessive dilution to shareholders.”

If Brown is taken over and Fromm is terminated, he’s entitled to as much as $13.9 million. That includes $4.7 million in severance, and $4.7 million of options, pension and other benefits in which he’s already vested.