DEF 14A of Unifi Inc, Sep 18, 2024

DEF 14A of Unifi Inc

Filed Sep 18, 2024 · FY20240000950170-24-107820

Open on EDGAR

  1. Election of Directors

    Election of Directors The Board of Directors currently consists of eight members and has no vacancies. On the recommendation of the Corporate Governance and Nominating Committee, the Board has nominated the eight persons listed below for election as directors at the Annual Meeting. If elected, each nominee will serve until his or her term expires at the 2025 Annual Meeting of Shareholders or until his or her successor is duly elected and qualified. All of the nominees are currently serving as directors and were elected to the Board at the 2023 Annual Meeting of Shareholders. Each nominee has agreed to be named in this Proxy Statement and to serve if elected. Although the Company knows of no reason why any of the nominees would not be able to serve, if any nominee is unavailable for election, the proxy holders intend to vote your shares for any substitute nominee proposed by the Board. The Board of Directors unanimously recommends that you vote “FOR” the election of each of the eight nominees listed below. Unless otherwise specified, proxies will be voted “FOR” the election of each of the eight nominees listed below.

  2. Director Nominees

    Director Nominees Listed below are the eight persons nominated for election to the Board of Directors. The following paragraphs include information about each director nominee’s business background, as furnished to the Company by the nominee, and additional experience, qualifications, attributes, or skills that led the Board of Directors to conclude that the nominee should serve on the Board.

  3. Director Nominees

    | Name | Age | Principal Occupation | Director Since | | Emma S. Battle | 63 | President and Chief Executive Officer, Market Vigor, L.L.C. | 2021 | | Francis S. Blake | 75 | Retired Chairman and Chief Executive Officer, The Home Depot, Inc. | 2022 | | Albert P. Carey | 73 | Executive Chairman of UNIFI | 2018 | | Edmund M. Ingle | 59 | Chief Executive Officer of UNIFI | 2020 | | Kenneth G. Langone | 88 | Former Chairman and Chief Executive Officer, Invemed Associates LLC | 1969 | | Suzanne M. Present | 65 | Principal, Gladwyne Partners, LLC | 2011 | | Rhonda L. Ramlo | 64 | Business Strategy and Operations Consultant | 2021 | | Eva T. Zlotnicka | 41 | Sustainable Investing Professional and Thought Leader | 2018 |

  4. Director Compensation

    Director Compensation Pursuant to the Company’s Director Compensation Policy, each director who is considered “independent” within the meaning of the Director Independence Standards adopted by the Board of Directors, which incorporate the independence standards of the NYSE rules, receives compensation for his or her service on the Board, while each non-independent director receives no compensation for his or her service as a director. In fiscal 2024, the Company’s non-independent directors were Messrs. Ingle and Carey. Director compensation is paid for the fiscal year following the date of the director’s election to the Board at the annual meeting of shareholders. The following table sets forth the compensation paid to each independent director who served on the Board in fiscal 2024:

  5. 2024 Director Compensation Table

    2024 Director Compensation Table

  6. 2024 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Option Awards ($) | Total ($) | | Emma S. Battle | 30,000 | 70,000 | — | 100,000 | | Francis S. Blake | — | 100,000(2) | — | 100,000 | | Archibald Cox, Jr. | — | 125,000(3) | — | 125,000 | | Kenneth G. Langone | — | 100,000 | — | 100,000 | | Suzanne M. Present | — | 115,000(4) | — | 115,000 | | Rhonda L. Ramlo | 100,000 | 50,000(5) | — | 150,000 | | Eva T. Zlotnicka | 60,000 | 50,000(6) | — | 110,000 |

  7. 2024 Director Compensation Table

    (1) Represents the grant date fair value of the vested share unit award, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”). Generally, the full grant date fair value is the amount that the Company would expense in the consolidated financial statements over the award’s vesting period. For additional information regarding the assumptions made in calculating these amounts, see Note 16 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for fiscal 2024. These amounts reflect the accounting expense and do not correspond to the actual value that will be recognized by the directors. (2) Mr. Blake was appointed as Chair of the Compensation Committee, effective February 19, 2024, but he did not receive any additional compensation for his service in this role in fiscal 2024. (3) Mr. Cox retired from the Board of Directors, effective February 19, 2024. In addition to the annual retainer for his service as an independent director in fiscal 2024, Mr. Cox received (i) a $15,000 annual retainer for his service as Lead Independent Director and (ii) a $10,000 annual retainer for his service as Chair of the Compensation Committee. (4) In addition to the annual retainer for her service as an independent director in fiscal 2024, Ms. Present received a $15,000 annual retainer for her service as Chair of the Audit Committee. Ms. Present was appointed as Lead Independent Director, effective February 19, 2024, but she did not receive any additional compensation for her service in this role in fiscal 2024. (5) In addition to the annual retainer for her service as an independent director in fiscal 2024, Ms. Ramlo received a $50,000 annual retainer for her service as Chair of the Strategy and Finance Committee. In addition to the annual retainer for her service as an independent director in fiscal 2024, Ms. Zlotnicka received a $10,000 annual retainer for her service as Chair of the Corporate Governance and Nominating Committee. The Corporate Governance and Nominating Committee reviews the form and amount of director compensation and makes recommendations to the Board of Directors for its consideration and approval. The Board revised the Company’s Director Compensation Policy, effective September 1, 2023. The compensation for UNIFI’s independent directors is as follows: $100,000 annual retainer, where up to 50% of such amount is payable (at the director’s election) in cash and the remainder of such amount is an equity grant payable in shares of Common Stock; • $15,000 annual retainer for the Lead Independent Director, payable (at the director’s election) in cash or shares of Common Stock; • $15,000 annual retainer for the Chair of the Audit Committee, payable (at the director’s election) in cash or shares of Common Stock; • $10,000 annual retainer for the Chairs of the Compensation Committee and the Corporate Governance and Nominating Committee, payable (at the director’s election) in cash or shares of Common Stock; • $50,000 annual retainer for the Chair of the Strategy and Finance Committee, payable (at the director’s election) in cash or shares of Common Stock; and • reimbursement of reasonable expenses incurred for attending Board and committee meetings. A director may elect to be issued vested stock units, in lieu of shares of Common Stock, which would be payable upon the director’s cessation of service as a member of the Board. Shares of Common Stock are payable on the grant date. The number of any shares of Common Stock or vested stock units granted to a director shall be determined based on the fair market value of the Common Stock on the grant date, which is the date of a director’s election to the Board at the annual meeting of shareholders. The number of shares of Common Stock underlying any stock option granted to a director shall be determined based on the Black-Scholes value of the Common Stock on the option grant date. Any independent director who is initially appointed or elected to the Board other than at the annual meeting of shareholders will receive his or her annual retainer calculated on a pro rata basis based upon the period between the date of such appointment or election and the anticipated date of the next annual meeting of shareholders.

  8. Executive Compensation Highlights

    Executive Compensation Highlights As described in greater detail below, the Company believes its executive compensation program should attract top executive talent, follow a pay-for-performance compensation model, and link executive retention to long-term shareholder value. Accordingly, the Company took the following actions during fiscal 2024 with respect to the compensation of its NEOs: • made no annual incentive compensation payments to the NEOs due to below target Adjusted EBITDA (as hereinafter defined) for fiscal 2024; • awarded long-term incentives in the form of restricted stock units consistent with past practice; and • awarded performance share units, the vesting of which is contingent on the Company’s financial performance during a three-year performance period, further linking pay to performance.

  9. Compensation Philosophy, Principles, and Policies

    | Attract Top Executive Talent | Follow a Pay-for-Performance Compensation Model | Link Executive Retention to Long-Term Shareholder Value | | The Company’s executive compensation program should attract high-quality executives who possess the skills and talent necessary to support and achieve the Company’s strategic objectives. | Executives should be rewarded for their achievement of near-term and long-term operating performance goals established by the Board. | The Company seeks to promote its executives’ loyalty and retention by utilizing a stock ownership policy and other arrangements that further link executive compensation to sustained shareholder value and consistent Company performance. |

  10. Overview of Compensation Components

    | Compensation Component | Description | Objectives | | Base Salary | • Fixed compensation that is reviewed periodically based on performance and changes in job scope and responsibilities. | • Provide a base level of compensation that fairly accounts for the job and scope of the role being performed. • Attract, retain, reward, and motivate talented and experienced executives. | | Annual Incentives | • “At-risk” variable compensation earned based on performance measured against pre-established annual goals. | • Provide incentives for achieving annual operating goals that ultimately contribute to long-term value for shareholders. | | Long-Term Incentives | • “At-risk” variable compensation in the form of equity awards, the value of which fluctuates according to shareholder value and that vest based on continued service. | • Align the economic interests of the Company’s executives with its shareholders by rewarding executives for stock price improvement. | | | • Supplemental retirement contributions based on executives’ respective base salaries earned over time, subject to continued service. | • Promote retention (through time-based vesting periods). | | Other Personal Benefits | • Broad-based benefits provided to all of the Company’s employees (e.g., health and group term life insurance, a retirement savings plan, and certain perquisites). | • Provide a competitive total compensation package to attract and retain key executives. |

  11. Annual Incentive Compensation

    Annual Incentive Compensation Consistent with fiscal 2023, the Compensation Committee used EBITDA (Earnings Before Interest, Taxes, Depreciation, and Amortization), adjusted to exclude certain operating or non-operating income or expense items necessary to understand and compare the underlying results of the Company (“Adjusted EBITDA”), as the performance measure for the fiscal 2024 annual incentive compensation plan. The Compensation Committee believes that Adjusted EBITDA is an appropriate performance measure for each NEO because it serves as a high-level proxy for cash generated from operations, which is a key performance indicator used by the Board of Directors and management to assess the Company’s operating results generally, and each NEO plays a vital role in the overall success of the Company. In accordance with this belief, the annual incentive compensation for Messrs. Ingle and Eaker and Ms. Boyd was based on Adjusted EBITDA for the Company with a 100% weighting and the annual incentive compensation for Mr. Ning was based on Asia Adjusted EBITDA (as defined below). For fiscal 2024, the Compensation Committee set the Adjusted EBITDA target for the Company at $33.3 million. The target Adjusted EBITDA level for the Company was based on the Board-approved business plan for fiscal 2024. Mr. Ning’s annual incentive compensation was based on an Adjusted EBITDA target of 77.2 million Chinese Renminbi (“RMB”) for the Company’s Asia reporting segment (“Asia Adjusted EBITDA”). The annual incentive awarded to NEOs may be decreased by the Compensation Committee as a result of the individual NEO’s performance and/or contribution to the Company’s achievement of its financial objectives. Each NEO’s performance, including the principal executive officer’s, is evaluated against specific financial goals prior to the payment of annual incentives, and the final award may be adjusted relative to the achievement of those goals. The performance criteria in the annual incentive compensation plan may be adjusted by either the Compensation Committee or the Board to account for unusual events, such as extraordinary transactions, asset dispositions and purchases, and mergers and acquisitions, if, and to the extent, either the Compensation Committee or the Board considers the effect of such events indicative of the Company’s performance. Additionally, either the Compensation Committee or the Board has the discretion to award additional incentive compensation even if a NEO would not be entitled to an award based on the targets previously determined. For fiscal 2024, the Compensation Committee set annual incentive opportunities, threshold, target, and maximum performance levels, and corresponding potential annual incentive payments to the eligible NEOs (based on percentages of base salary) as set forth in the tables below.

  12. Annual Incentive Compensation

    | | Annual Incentive Opportunity (as a % of Base Salary) | | | | Name(1) | Threshold | Target | Maximum | | Edmund M. Ingle | 50.0% | 100.0% | 150.0% | | Andrew J. Eaker | 30.0% | 60.0% | 100.0% | | Hongjun Ning | 30.0% | 60.0% | 100.0% | | Meredith S. Boyd | 30.0% | 60.0% | 100.0% |

  13. Annual Incentive Compensation

    | Name(1) | Performance Measure | Weight | Target Performance | | | Edmund M. Ingle | Adjusted EBITDA | 100.0% | 33.3M | USD | | Andrew J. Eaker | Adjusted EBITDA | 100.0% | 33.3M | USD | | Hongjun Ning | Asia Adjusted EBITDA | 100.0% | 77.2M | RMB | | Meredith S. Boyd | Adjusted EBITDA | 100.0% | 33.3M | USD |

  14. Annual Incentive Compensation

    (1) Mr. Carey did not participate in the Company’s annual incentive compensation plan. Mr. Creaturos participation in the Company’s annual incentive compensation plan terminated upon his resignation from the Company, effective August 25, 2023. The following table shows the threshold, target, and maximum performance levels established by the Compensation Committee for fiscal 2024, as well as the Company’s actual performance in fiscal 2024:

  15. Annual Incentive Compensation

    | Performance Metric | Threshold Performance | | Target Performance | | Maximum Performance | | Actual Fiscal 2024 Performance | | | Adjusted EBITDA | 26.6M | USD | 33.3M | USD | 40.0M | USD | (5.2)M | USD | | Asia Adjusted EBITDA | 61.8M | RMB | 77.2M | RMB | 92.6M | RMB | 81.5M | RMB |

  16. Annual Incentive Compensation

    The fiscal 2024 Adjusted EBITDA performance shown above reflects the Company’s publicly reported results. Adjusted EBITDA is a non-GAAP financial performance measure. A reconciliation of net loss, which is the most directly comparable GAAP financial measure, to Adjusted EBITDA is presented in Appendix A to this Proxy Statement. Based on the performance measures established by the Compensation Committee for fiscal 2024 and the Company’s actual fiscal 2024 performance (adjusted as described above), none of the NEOs other than Mr. Ning earned an annual incentive compensation award for fiscal 2024. Mr. Ning earned an annual incentive compensation award of $255,000 for fiscal 2024.

  17. Long-Term Incentive Compensation

    Long-Term Incentive Compensation The Compensation Committee believes that stock-based compensation is essential to align the interests of the Company’s management with shareholders in enhancing the long-term value of the Company’s equity and to encourage executives to continue their employment with the Company. In prior years, the Compensation Committee awarded an equal blend of incentive stock options and restricted stock units to covered officers (as defined below under “—Officers Stock Ownership Policy”) to provide a mix composed of awards whose value depends upon a future increase in the value of the Common Stock (incentive stock options) and awards that serve primarily as a retention or recruitment tool (restricted stock units). In fiscal 2023, the Compensation Committee chose performance share units rather than incentive stock options as the Committee determined that performance share units create a strong link between pay and performance because their value is based on the Company’s financial performance as well as increases in the value of the Common Stock. Consistent with those determinations in fiscal 2023, in fiscal 2024, the Compensation Committee awarded performance share units and restricted stock units to the NEOs on November 8, 2023 as shown in the Grants of Plan-Based Awards table. In addition, Ms. Boyd received an award of 15,924 restricted stock units on December 19, 2023 in connection with her promotion to Executive Vice President and Chief Product Officer, and Mr. Eaker received an award of 23,000 restricted stock units on February 2, 2024 in connection with his promotion to Executive Vice President and Chief Financial Officer. Covered officers have the opportunity to earn up to 300% of the performance share units included in the awards based on the Company’s aggregate Adjusted Earnings per Share for the three-year performance period beginning with fiscal 2024 and ending with fiscal 2026. The restricted stock units vest 25% 30 days after the first anniversary of the grant date, 25% on the second anniversary of the grant date, and 50% on the third anniversary of the grant date.

  18. Perquisites and Other Benefits

    Perquisites and Other Benefits Perquisites. The Compensation Committee’s general philosophy is to provide executives, including the NEOs, with only limited perquisites. Therefore, the Company does not provide its NEOs (other than Mr. Ning) with perquisites, such as car allowances, reimbursements for car expenses, or payment of country club dues. In fiscal 2024, Mr. Ning was (i) reimbursed for the cost of rental housing in China, (ii) afforded de minimis personal use of Company car services, and (iii) reimbursed for de minimis personal tax services. Retirement Benefits. The Company makes available to all U.S.-based employees, including the NEOs, the opportunity to make contributions to the Unifi, Inc. Retirement Savings Plan (the “401(k) Plan”), under which employees may elect to defer up to 75% of their total compensation, not to exceed the amount allowed by applicable Internal Revenue Service regulations. Pursuant to the 401(k) Plan, in fiscal 2024, the Company matched contributions equal to 100% of the employee’s first 3% of compensation contributed to the 401(k) Plan and 50% of the next 2% of compensation contributed to the 401(k) Plan. Health Plan, Life Insurance, and Other Benefits. The Company makes available health and insurance benefits to all employees (subject to standard eligibility waiting periods), including the NEOs. The cost of the health plans is covered partially through employee payroll deductions (except for Mr. Ning, who incurs no such payroll deductions), with the remainder covered by the Company. Disability and life insurance benefits are paid by the Company for all salaried employees. Deferred Compensation Plan. UNIFI maintains the Unifi, Inc. Deferred Compensation Plan (the “DCP”) for the benefit of senior management employees. The contributions and earnings credited to the DCP accounts of the NEOs during fiscal 2024 are set forth under “Executive Compensation Tables—Nonqualified Deferred Compensation.” Employment Agreements. The Company is party to employment agreements with each of Messrs. Ingle, Eaker, Carey, and Ning and Ms. Boyd. Each employment agreement (with the exception of Mr. Carey’s agreement) provides that the executive will (i) receive an annual base salary at the annual rate set forth in the agreement, (ii) be eligible to receive bonuses and to participate in compensation plans of the Company in accordance with any plan or decision that the Board may determine from time to time, (iii) be paid or reimbursed for business expenses, and (iv) be entitled to participate in other employment benefits generally available to other executives of the Company. Each employment agreement (with the exception of Mr. Carey’s agreement) also contains provisions regarding the termination of the executive’s employment and related severance obligations. Mr. Carey’s employment agreement provides that he will (A) receive an annual base salary at the annual rate set forth in the agreement and (B) be paid or reimbursed for business expenses. Mr. Carey’s employment agreement does not provide eligibility to receive bonuses or to participate in compensation plans of the Company or other employment benefits generally available to other executives of the Company, nor does it provide severance benefits. The executives agreed in their employment agreements to neither compete with the Company or its affiliated entities nor solicit their respective customers, suppliers, or employees for the 12 months immediately following termination of employment. Calculations of the estimated severance payments and benefits payable under the employment agreements are set forth under “Executive Compensation Tables—Potential Payments Upon Termination of Employment or Change in Control.”

  19. Summary Compensation Table

    Summary Compensation Table

  20. Summary Compensation Table

    | Name | Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Edmund M. | Chief Executive | 2024 | 775,000 | — | 387,500 | — | — | 85,767 | 1,248,267 | | Ingle | Officer | 2023 | 775,000 | — | 387,500 | — | — | 82,210 | 1,244,710 | | | | 2022 | 787,981 | — | 387,500 | — | 357,408 | 84,977 | 1,617,866 | | Andrew J. | EVP, Chief Financial | 2024 | 300,961 | 100,000 | 177,062 | — | — | 31,026 | 609,049 | | Eaker | Officer and Treasurer | | | | | | | | | | Albert P. | Executive Chairman | 2024 | 700,000 | — | 350,000 | — | — | — | 1,050,000 | | Carey | | 2023 | 700,000 | — | 350,000 | — | — | — | 1,050,000 | | | | 2022 | 713,462 | — | 350,000 | — | — | — | 1,063,462 | | Hongjun | EVP, | 2024 | 410,000 | — | 102,511 | — | 255,000 | 129,650 | 897,161 | | Ning | President of UTSC, and | 2023 | 375,000 | — | 187,500 | — | — | 184,025 | 746,525 | | | President of UAP | 2022 | 343,077 | 75,000 | 170,000 | — | 257,720 | 133,005 | 978,802 | | Meredith S. | EVP, Chief Product | 2024 | 316,452 | — | 157,017 | — | — | 28,699 | 502,168 | | Boyd | Officer | | | | | | | | | | Craig A. | Former EVP and | 2024 | 80,000 | — | — | — | — | 34,605 | 114,605 | | Creaturo | Chief Financial | 2023 | 520,000 | — | 140,000 | — | — | 60,082 | 720,082 | | | Officer | 2022 | 529,231 | — | 130,000 | — | 180,009 | 60,741 | 899,981 |

  21. Summary Compensation Table

    (1) Amounts represent the payment of a bonus of $100,000 in fiscal 2024 to Mr. Eaker in connection with his promotion to Executive Vice President and Chief Financial Officer of the Company, and the payment of a retention bonus of $75,000 in fiscal 2022 to Mr. Ning pursuant to the retention bonus agreement entered into in July 2018, prior to his becoming an executive officer of the Company. (2) Amounts reflect the grant date fair value computed in accordance with FASB ASC Topic 718, related to stock awards granted in the fiscal year noted. See Note 16 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for fiscal 2024 for more information about the determination of the grant date fair value of equity awards. Amounts are attributable to cash payments earned under the annual incentive compensation plan for the applicable fiscal year, as described above under “Compensation Discussion and Analysis” with respect to the fiscal years noted. All Other Compensation for each of the NEOs for fiscal 2024 consists of the following:

  22. Summary Compensation Table

    | | Edmund M. Ingle | Andrew J. Eaker | Hongjun Ning | Meredith S. Boyd | Craig A. Creaturo | | Life Insurance ($) | 6,192 | 413 | 3,431 | 366 | 420 | | Company Matching Contribution to 401(k) Plan ($) | 13,700 | 16,038 | 13,427 | 12,658 | 2,800 | | Company Contribution to DCP ($) | 65,875 | 14,575 | 34,850 | 15,675 | — | | Health Savings Account Employer Contribution ($) | — | — | — | — | 425 | | Vacation Payout ($) | — | — | — | — | 30,960 | | Company Paid Housing ($)(a) | — | — | 47,442 | — | — | | Expatriot Subsidy ($)(b) | — | — | 28,000 | — | — | | Certain Tax Payments ($)(c) | — | — | 2,500 | — | — | | Total ($) | 85,767 | 31,026 | 129,650 | 28,699 | 34,605 |

  23. Summary Compensation Table

    (a) In connection with performing various duties outside of the United States, Mr. Ning was reimbursed in fiscal 2024 for the cost of rental housing in China. In addition, in fiscal 2024, Mr. Ning received reimbursement for the cost of personal tax services and was afforded personal use of Company car services, the cost of which, in both cases, was de minimis. (b) In fiscal 2024, the Company received on behalf of, and remitted via local payroll to, Mr. Ning, a $28,000 incentive payment from the Suzhou Municipal People’s Government to encourage U.S. citizens to conduct their work primarily in the Jiangsu province. (c) In fiscal 2024, the Company made certain tax extension payments on behalf of Mr. Ning to accommodate certain dual-country tax reporting and compliance requirements.

  24. Grants of Plan-Based Awards

    Grants of Plan-Based Awards

  25. Grants of Plan-Based Awards

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards ($)(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (#)(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($ / Share) | Grant Date Fair Value of Stock and Option Awards ($) | | Name | Grant Type | Grant Date | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | | | Edmund M. Ingle | Annual Cash Incentive | | 387,500 | 775,000 | 1,162,500 | | | | | | | | | | Restricted Stock Units | 11/6/2023 | | | | | | | 59,892 | — | — | 387,500 | | | Performance Share Units | 11/6/2023 | | | | 29,946 | 59,892 | 179,676 | — | — | — | 387,500 | | Andrew J. Eaker | Annual Cash Incentive | | 105,000 | 210,000 | 350,000 | | | | | | | | | | Restricted Stock Units | 11/6/2023 | | | | | | | 6,144 | — | — | 39,752 | | | | 2/2/2024 | | | | | | | 23,000 | — | — | 137,310 | | | Performance Share Units | 11/6/2023 | | | | 3,072 | 6,144 | 18,432 | — | — | — | 39,752 | | Albert P. Carey | Restricted Stock Units | 11/6/2023 | | | | | | | 54,096 | — | — | 350,000 | | | Performance Share Units | 11/6/2023 | | | | 27,048 | 54,096 | 162,288 | — | — | — | 350,000 | | Hongjun Ning | Annual Cash Incentive | | 123,000 | 246,000 | 410,000 | | | | | | | | | | Restricted Stock Units(4) | 11/6/2023 | | | | | | | 15,844 | — | — | 102,511 | | | Performance Share Units(5) | 11/6/2023 | | | | 7,922 | 15,844 | 47,532 | — | — | — | 102,511 | | Meredith S. Boyd | Annual Cash Incentive | | 105,000 | 210,000 | 350,000 | | | | | | | | | | Restricted Stock Units | 11/6/2023 | | | | | | | 8,812 | — | — | 57,014 | | | | 12/19/2023 | | | | | | | 15,924 | — | — | 100,003 | | | Performance Share Units | 11/6/2023 | | | | 4,406 | 8,812 | 26,436 | — | — | — | 57,014 |

  26. Grants of Plan-Based Awards

    Represents the threshold, target, and maximum payouts the NEOs were eligible to earn pursuant to the fiscal 2024 annual incentive compensation plan. Payouts for any NEOs who serve less than the full fiscal year are prorated in accordance with each such NEO’s employment during the fiscal year. The fiscal 2024 annual incentive compensation plan, including the threshold, target, and maximum payouts for each of the NEOs, the performance measures, weightings, and target performance levels, and the Company’s performance for fiscal 2024 are described under “Compensation Discussion and Analysis—Detailed Review of Compensation Components—Annual Incentive Compensation.” The annual incentive compensation awards earned by the NEOs for fiscal 2024 are reported in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. (2) Represents the threshold, target, and maximum payouts the NEOs were eligible to earn pursuant to performance share unit awards granted under the Second Amended 2013 Plan during fiscal 2024. Consistent with the vesting provisions of each performance share unit, between 50% and 300% of the performance share units will become vested, if at all, on the date that the associated performance metric is achieved and will be converted into shares of Common Stock. (3) Represents restricted stock units granted to the NEOs pursuant to the Second Amended 2013 Plan during fiscal 2024. The restricted stock units vest 25% 30 days after the first anniversary of the grant date, 25% on the second anniversary of the grant date, and 50% on the third anniversary of the grant date, except as otherwise described herein. (4) The restricted stock units granted to Mr. Ning vest over a three-year period, with 25% vesting on the first anniversary of the grant date, 25% vesting on the second anniversary of the grant date, and 50% vesting on the third anniversary of the grant date, and, pursuant to the terms of the grant, will be settled in cash within 30 days following the applicable vesting date. The performance share units granted to Mr. Ning will become vested, if at all, on the date that the associated performance metric is achieved, and, pursuant to the terms of the grant, will be settled in cash within 30 days following the applicable vesting date.

  27. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End

  28. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#)(1) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($)(2) | | Edmund M. | 60,000 | — | 13.23 | 6/15/2030 | — | — | — | — | | Ingle | — | — | — | — | 102,531(3) | 603,908 | — | — | | | — | — | — | — | 105,888(4) | — | 52,944 | 311,840 | | Andrew J. | 4,000 | — | 29.09 | 10/26/2026 | — | — | — | — | | Eaker | 1,154 | — | 35.09 | 3/1/2028 | — | — | — | — | | | 2,000 | — | 23.76 | 10/30/2028 | — | — | — | — | | | 2,500 | — | 25.72 | 10/29/2029 | — | — | — | — | | | 3,168 | — | 15.91 | 10/28/2030 | — | — | — | — | | | — | — | — | — | 32,343(5) | 190,500 | — | — | | | — | — | — | — | 9,708(4) | — | 4,854 | 28,590 | | Albert P. | 32,894 | — | 21.02 | 1/29/2029 | — | — | — | — | | Carey | 100,000 | — | 11.74 | 5/1/2030 | — | — | — | — | | | 100,000 | — | 11.74 | 5/1/2030 | — | — | — | — | | | — | 100,000 | 11.74 | 5/1/2030(6) | — | — | — | — | | | — | 233,000 | 11.74 | 5/1/2030(6) | — | — | — | — | | | 51,852 | — | 15.10 | 10/29/2030 | — | — | — | — | | | — | — | — | — | 93,200(7) | 548,948 | — | — | | | — | — | — | — | 95,640(4) | — | 47,820 | 281,660 | | Hongjun | 5,000 | — | 29.09 | 10/26/2026 | — | — | — | — | | Ning | — | — | — | — | 36,108(8) | 212,676 | — | — | | | — | — | — | — | 15,844(9) | — | 7,922 | 46,661 | | Meredith S. | 3,000 | — | 29.09 | 10/26/2026 | — | — | — | — | | Boyd | 2,000 | — | 23.76 | 10/30/2028 | — | — | — | — | | | 3,750 | — | 25.72 | 10/29/2029 | — | — | — | — | | | 5,000 | — | 15.91 | 10/28/2030 | — | — | — | — | | | — | — | — | — | 28,585(10) | 168,366 | — | — | | | — | — | — | — | 12,968(4) | — | 6,484 | 38,191 |

  29. Outstanding Equity Awards at Fiscal Year-End

    The number of unearned performance share units in this column equals the threshold number of performance share units that may be earned by the NEOs for the three-year cumulative performance periods ending June 29, 2025 and June 28, 2026, as applicable. The performance share units are earned by UNIFI achieving a cumulative three-year earnings per share metric, adjusted to exclude (i) certain amounts that are less indicative of underlying business performance and (ii) the impact of share repurchases. As of June 30, 2024, the Company’s performance for each cumulative metric established under both such grants was below the threshold level of performance. Therefore, the shares presented in this column represent threshold achievement. (2) The dollar value presented in this column represents the number of performance share units reflected in the “Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested” column multiplied by the closing market price of the Common Stock on June 28, 2024, which was the last trading day of fiscal 2024. The amounts shown are not necessarily indicative of the amounts that may actually be realized by the NEOs. The actual amounts realized will be based on UNIFI’s earnings per share achievement over the respective three-year performance period and the market value of the Common Stock when the performance share units are earned and vested, if at all. (3) Represents the unvested portion of (i) 16,284 restricted stock units granted on October 26, 2021, with 25% vested on November 25, 2022, 25% vested on October 26, 2023, and 50% scheduled to vest on October 26, 2024, (ii) 45,996 restricted stock units granted on November 21, 2022, with 25% vested on December 21, 2023, 25% scheduled to vest on November 21, 2024, and 50% scheduled to vest on November 21, 2025, and (iii) 59,892 restricted stock units granted on November 6, 2023, with 25% scheduled to vest on December 6, 2024, 25% scheduled to vest on November 6, 2025, and 50% scheduled to vest on November 6, 2026, contingent upon Mr. Ingle’s continued service through the applicable vesting date. Represents (i) performance share units granted on November 21, 2022 that vest on the attainment of specified financial performance goals over a period of fiscal years 2023 through 2025 and (ii) performance share units granted on November 6, 2023 that vest on the attainment of specified financial performance goals over a period of fiscal years 2024 through 2026. As of June 30, 2024, these awards were not expected to vest. Represents the unvested portion of (i) 1,052 restricted stock units granted on October 26, 2021, with 25% vested on November 25, 2022, 25% vested on October 26, 2023, and 50% scheduled to vest on October 26, 2024, (ii) 3,564 restricted stock units granted on November 21, 2022, with 25% vested on December 21, 2023, 25% scheduled to vest on November 21, 2024, and 50% scheduled to vest on November 21, 2025, (iii) 6,144 restricted stock units granted on November 6, 2023, with 25% scheduled to vest on December 6, 2024, 25% scheduled to vest on November 6, 2025, and 50% scheduled to vest on November 6, 2026, and (iv) 23,000 restricted stock units granted on February 2, 2024, with 25% scheduled to vest on March 2, 2025, 25% scheduled to vest on February 2, 2026, and 50% scheduled to vest on February 2, 2027, contingent upon Mr. Eaker’s continued service through the applicable vesting date. (6) Represents stock options granted on May 1, 2020, which are scheduled to vest on May 1, 2025, if the closing market price of the Common Stock is $50 or more per share for any 10 consecutive trading days before May 1, 2025, contingent upon Mr. Carey’s continued service through the vesting date. (7) Represents the unvested portion of (i) 15,892 restricted stock units granted on October 27, 2021, with 25% vested on November 26, 2022, 25% vested on October 27, 2023, and 50% scheduled to vest on October 27, 2024, (ii) 41,544 restricted stock units granted on November 21, 2022, with 25% vested on December 21, 2023, 25% scheduled to vest on November 21, 2024, and 50% scheduled to vest on November 21, 2025, and (iii) 54,096 restricted stock units granted on November 6, 2023, with 25% scheduled to vest on December 6, 2024, 25% scheduled to vest on November 6, 2025, and 50% scheduled to vest on November 6, 2026, contingent upon Mr. Carey's continued service through the applicable vesting date. (8) Represents the unvested portion of cash-settled restricted stock units granted on various dates. The unvested cash-settled restricted stock units would become vested as follows, contingent upon Mr. Ning’s continued service through the applicable vesting date: 3,572 on October 26, 2024, 3,961 on November 6, 2024, 5,564 on November 21, 2024, 3,961 on November 6, 2025, 11,128 on November 21, 2025, and 7,922 on November 6, 2026. (9) Represents (i) cash-settled performance share units granted on November 21, 2022 that vest on the attainment of specified financial performance goals over a period of fiscal years 2023 through 2025 and (ii) cash-settled performance share units granted on November 6, 2023 that vest on the attainment of specified financial performance goals over a period of fiscal years 2024 through 2026. As of June 30, 2024, these awards were not expected to vest. Represents the unvested portion of: (i) 1,464 restricted stock units granted on October 26, 2021, with 25% vested on November 25, 2022, 25% vested on October 26, 2023, and 50% scheduled to vest on October 26, 2024, (ii) 4,156 restricted stock units granted on November 21, 2022, with 25% vested on December 21, 2023, 25% scheduled to vest on November 21, 2024, and 50% scheduled to vest on November 21, 2025, (iii) 8,812 restricted stock units granted on November 6, 2023, with 25% scheduled to vest on December 6, 2024, 25% scheduled to vest on November 6, 2025, and 50% scheduled to vest on November 6, 2026, and (iv) 15,924 restricted stock units granted on December 19, 2023, with 25% scheduled to vest on January 19, 2025, 25% scheduled to vest on December 19, 2025, and 50% scheduled to vest on December 19, 2026, contingent upon Ms. Boyd’s continued service through the applicable vesting date.

  30. Option Exercises and Stock Vested

    Option Exercises and Stock Vested

  31. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Edmund M. Ingle | — | — | 11,499 | 71,969 | | Andrew J. Eaker | — | — | 1,826 | 11,721 | | Albert P. Carey | — | — | 10,386 | 65,003 | | Hongjun Ning | — | — | 12,380 | 80,572(3) | | Meredith S. Boyd | — | — | 2,467 | 15,888 |

  32. Option Exercises and Stock Vested

    Shares included in this column represent restricted stock units that vested during fiscal 2024. (2) Calculated based on the market price of the shares of Common Stock underlying the restricted stock units, which was computed as the average of the high and low trading prices on the vesting date. (3) Represents the cash payments received upon the vesting of cash-settled restricted stock units.

  33. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The Company provides additional retirement benefits to a select group of highly compensated employees, including each of its NEOs (with the exception of Mr. Carey, who does not participate in the DCP). On an annual basis, the Company credits to each participant’s account an amount equal to 8.5% of the participant’s annual base salary for executive officers or 5.5% of the participant’s annual base salary for non-executive officers. Each participant is 100% vested in the participant’s account and is able to allocate such funds into any of a variety of investment instruments offered by the plan administrator. Participants are not entitled to a distribution of employer credits until their termination of employment with the Company, at which time they must wait six months to receive a lump-sum payment equal to the balance of their respective accounts. If a participant’s termination is due to death or disability, this six-month delay period is waived.

  34. Nonqualified Deferred Compensation

    | Name | Executive Contributions in Last Fiscal Year ($) | Company Contributions in Last Fiscal Year ($)(1) | Aggregate Earnings in Last Fiscal Year ($) | Aggregate Withdrawals and/or Distributions ($) | Aggregate Balance at Last Fiscal Year-End ($) | | Edmund M. Ingle | — | 65,875 | 33,053 | — | 257,458 | | Andrew J. Eaker | — | 14,575 | 11,273 | — | 96,198 | | Hongjun Ning | — | 34,850 | 89,373 | — | 559,558 | | Meredith S. Boyd | — | 15,675 | 6,642 | — | 85,684 | | Craig A. Creaturo | — | — | 33,067 | (160,518)(2) | 85,574 |

  35. Nonqualified Deferred Compensation

    (1) Amounts represent Company contributions to the DCP on behalf of the NEOs during fiscal 2024. These amounts are reported in the “All Other Compensation” column of the Summary Compensation Table. Amount represents the distribution to Mr. Creaturo following his resignation from the Company, effective August 25, 2023.

  36. Potential Payments Upon Termination of Employment or Change in Control

    Potential Payments Upon Termination of Employment or Change in Control Employment Agreements. Each of Messrs. Ingle, Eaker, Carey, and Ning and Ms. Boyd is party to an employment agreement with the Company. Mr. Carey’s employment agreement does not contain the provisions described in this section. Each employment agreement contains provisions regarding the termination of the executive’s employment and related severance obligations. If the Company terminates any of the foregoing executives for “Cause” or any of them resigns without “Good Reason” (as each term is defined in the respective employment agreement), the Company will pay the executive all accrued and unpaid base salary and any accrued and unpaid benefits through the date of termination, after which the Company will have no further obligation under the employment agreement. If the employment of any of the foregoing executives terminates due to his or her death or “Disability” (as defined in the respective employment agreement), he or she or his or her estate will receive all accrued and unpaid base salary and any accrued and unpaid benefits through the date of termination, after which all right to benefits will terminate and the Company will have no further obligation under the employment agreement. If the employment of any of the foregoing executives is terminated for any reason other than death, Disability, or Cause, or any of the executives resigns with Good Reason, he or she will be entitled to (i) cash severance payments equal to 12 months of his or her annual base salary at the time of termination, payable in equal monthly installments, and (ii) if he or she elects COBRA continuation coverage, reimbursement for the monthly cost of such continuation coverage for medical and health insurance benefits until the earlier of (A) the date he or she ceases to maintain such continuation coverage in effect or (B) 12 months from the termination of employment. The foregoing severance benefits are subject to the executive entering into and not revoking a release of claims in favor of the Company and its affiliated entities. The severance benefits payable upon termination for any reason other than death, Disability, or Cause, or resignation with Good Reason, also are subject to the executive abiding by certain restrictive covenants. Additionally, upon the death or Disability of any of the foregoing executives or a “Change of Control” (as defined in the Unifi, Inc. Amended and Restated 2013 Incentive Compensation Plan (the “Amended 2013 Plan”) and the Second Amended 2013 Plan), all outstanding unvested equity awards issued to the executive by the Company shall vest in full. In connection with his resignation from the Company, effective August 25, 2023, Mr. Creaturo is no longer (i) party to an employment agreement with the Company or (ii) eligible for potential payments upon the termination of his employment or a Change of Control of the Company. Outstanding Equity Awards. Upon a “Change of Control” or a “Change in Control” of the Company (as either term is defined in the Company’s incentive compensation plans), all outstanding stock options and other stock awards granted to the Company's NEOs under the plans will become fully vested and/or will be immediately exercisable. The Company’s NEOs may also become vested in restricted stock units and certain stock options that vest based on continued service with the Company, including the stock options granted to them in fiscal 2021, upon a termination of employment due to death or Disability. All of the Company’s unvested restricted stock unit awards granted to NEOs provide for accelerated vesting of all unvested restricted stock units upon the Company’s termination of a NEO’s employment without Cause after the NEO has attained age 65. In addition, a pro rata portion of the performance share units that would have been earned based on the Company’s performance during the applicable performance period will be earned and become vested if a NEO’s employment terminates before the end of the performance period due to death or Disability or the Company’s termination of the NEO’s employment without Cause after the NEO has attained age 65. Hypothetical Payments Table. The table below summarizes the potential severance payments and benefits payable to each applicable executive under his or her respective employment agreement and the value of the accelerated vesting of all of the executive’s equity awards upon a Change of Control or a Change in Control of the Company as of June 28, 2024, the last business day of fiscal 2024.

  37. Potential Payments Upon Termination of Employment or Change in Control

    | Name | Type of Payment or Benefit | Change of Control ($) | Termination Without Cause or Resignation for Good Reason ($) | Termination Without Cause After Attaining Age 65 ($) | Termination Due to Death or Disability ($) | Termination Due to Approved Retirement ($) | Termination Without Cause or Resignation for Good Reason After a Change of Control ($)(1) | | Edmund M. Ingle | Severance and Benefit Continuation(2) | — | 803,392 | — | — | — | 803,392 | | | Accelerated Equity Awards(3)(4) | 603,908 | — | 603,908 | 603,908 | — | 603,908 | | | Total | 603,908 | 803,392 | 603,908 | 603,908 | — | 1,407,300 | | Andrew J. Eaker | Severance and Benefit Continuation(2) | — | 350,000 | — | — | — | 350,000 | | | Accelerated Equity Awards(3)(4) | 190,500 | — | 190,500 | 190,500 | — | 190,500 | | | Total | 190,500 | 350,000 | 190,500 | 190,500 | — | 540,500 | | Albert P. Carey | Accelerated Equity Awards(3)(4) | 548,948 | — | 548,948 | 548,948 | — | 548,948 | | Hongjun Ning | Severance and Benefit Continuation(2) | — | 469,664 | — | — | — | 469,664 | | | Accelerated Equity Awards(3)(4) | 212,676 | — | 212,676 | 212,676 | — | 212,676 | | | Total | 212,676 | 469,664 | 212,676 | 212,676 | — | 682,340 | | Meredith S. Boyd | Severance and Benefit Continuation(2) | — | 378,261 | — | — | — | 378,261 | | | Accelerated Equity Awards(3)(4) | 168,366 | — | 168,366 | 168,366 | — | 168,366 | | | Total | 168,366 | 378,261 | 168,366 | 168,366 | — | 546,627 |

  38. Potential Payments Upon Termination of Employment or Change in Control

    Amounts shown assume the Company experienced a Change of Control and the executive was terminated without Cause or resigned with Good Reason on June 28, 2024. (2) Consists of severance benefits and health and welfare benefits. Health and welfare benefits represent the aggregate estimated net cost to the Company for reimbursement of the cost of 12 months of COBRA continued medical coverage provided under the employment agreement between the Company and each of Messrs. Ingle, Eaker, and Ning, and Ms. Boyd. As described above, all unvested stock options and restricted stock units will become vested upon a Change of Control of the Company. In addition, upon an executive’s termination of employment due to approved retirement, the unvested stock options that vest solely based on the executive’s continued service (“time-based options”) are subject to accelerated vesting; upon an executive’s termination of employment due to death or Disability, all unvested time-based options and all unvested restricted stock units are subject to accelerated vesting; and upon an executive’s termination of employment without Cause after specified dates, all unvested restricted stock units are subject to accelerated vesting. For purposes of this table, it is assumed that: (i) all vested stock options were exercised on June 28, 2024 and the aggregate value of such vested stock options was calculated by multiplying the number of stock options by the difference between the exercise price of the stock options and the closing market price of the Common Stock on June 28, 2024; and (ii) as of the date of termination or Change of Control, as applicable, each vested restricted stock unit was converted into one share of Common Stock and the aggregate value of such vested restricted stock units was calculated by multiplying the number of restricted stock units by the closing market price of the Common Stock on June 28, 2024.

  39. Pay Ratio Disclosure

    Pay Ratio Disclosure The SEC rules require the Company to disclose annually (i) the median annual total compensation of all employees of the Company (excluding the Company’s principal executive officer); (ii) the annual total compensation of the Company’s principal executive officer; and (iii) the ratio of the Company’s principal executive officer’s annual total compensation to the median annual total compensation of all employees of the Company (excluding the Company’s principal executive officer). Based on the methodology and material assumptions described below, the Company has estimated these amounts to be as follows:

  40. Pay Ratio Disclosure

    | Median annual total compensation of all employees (excluding Mr. Ingle) | $33,364 | | Annual total compensation of Mr. Ingle | $1,248,267 | | Ratio of Mr. Ingle’s annual total compensation to the median annual total compensation of all other employees | 37:1 |

  41. Pay Ratio Disclosure

    To determine the median employee, the Company compiled a list of all employees (excluding the Company’s principal executive officer) as of June 2, 2024, sorted the list of employees by their gross cash compensation for the period from June 28, 2023 through June 27, 2024, and selected the employee with the median gross cash compensation amount. The Company annualized the gross cash compensation of any employee who was not employed for the entire period from June 28, 2023 through June 27, 2024. The gross cash compensation amounts included the Company’s 401(k) Plan matching contribution but did not include the value of any other Company-provided benefits, such as medical and life insurance benefits. As of June 2, 2024, the Company employed 2,796 persons, of which 1,086 employees were employed outside of the United States. The compensation of employees in foreign countries was converted to an equivalent U.S. dollar amount using foreign exchange rates averaged over the 12-month period ended December 31, 2023. The annual total compensation of the Company’s principal executive officer is the total amount of his compensation presented in the Summary Compensation Table. The Company calculated the annual total compensation of the median employee using the same rules applicable to the completion of the Summary Compensation Table for the principal executive officer and the other NEOs.

  42. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure The following disclosure regarding executive “compensation actually paid” (“CAP”) and certain Company and peer group financial performance measures for the fiscal years listed below is provided in accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. Please refer to the "Compensation Discussion and Analysis" section for a complete description of how executive compensation relates to Company performance and how the Compensation Committee makes its decisions.

  43. Pay Versus Performance Disclosure

    | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(1)(2)(3) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(4) | Average Compensation Actually Paid to Non-PEO NEOs ($)(2)(3)(4) | Total Shareholder Return ($)(5) | Peer Group Total Shareholder Return ($)(6) | Net (Loss) Income (in thousands) ($) | Adjusted EBITDA (in thousands) ($) | | 2024 | 1,248,267 | 1,069,437 | 634,597 | 462,645 | 50.47 | 164.45 | (47,395) | (5,197) | | 2023 | 1,244,710 | 824,527 | 696,777 | 273,051 | 69.15 | 154.22 | (46,344) | (4,085) | | 2022 | 1,617,866 | 613,314 | 869,763 | 90,814 | 120.14 | 144.35 | 15,171 | 55,190 | | 2021 | 1,748,373 | 3,040,666 | 1,198,197 | 2,145,892 | 212.08 | 176.08 | 29,073 | 64,643 |

  44. Pay Versus Performance Disclosure

    (1) The principal executive officer, or PEO, for each of the fiscal years listed is Edmund M. Ingle. (2) The dollar amounts shown in these columns have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the NEOs. These amounts reflect the amounts set forth in the "Total" column of the Summary Compensation Table for each fiscal year presented, with certain adjustments as described in the table below, in accordance with the requirements of Item 402(v) of Regulation S-K. (3) Stock option grant date fair values are calculated based on the Black-Scholes option pricing model as of the grant date; adjustments have been made using stock option fair values as of each measurement date using the stock price as of the measurement date and updated assumptions as of the measurement date. Performance share unit grant date fair values are calculated based on the probable outcome of the performance condition and the fair value of the stock price on the grant date; adjustments have been made based on the probable outcome of the performance condition and the stock price as of the measurement date. Restricted stock unit grant date fair values are calculated using the stock price as of the grant date; adjustments have been made using the stock price as of the fiscal year end and as of each vesting date. (4) Information regarding non-PEO NEOs reflects the average Summary Compensation Table total compensation and average CAP for the following executives by fiscal year: 2024: Andrew J. Eaker, Albert P. Carey, Hongjun Ning, Meredith S. Boyd and Craig A. Creaturo. 2023: Albert P. Carey, Hongjun Ning, Gregory K. Sigmon, Craig A. Creaturo, and Lucas de Carvalho Rocha. 2022: Albert P. Carey, Craig A. Creaturo, Hongjun Ning, and Lucas de Carvalho Rocha. 2021: Thomas H. Caudle, Jr., Albert P. Carey, Craig A. Creaturo, and Hongjun Ning. (5) Total shareholder return (“TSR”) is calculated based on the value of an initial fixed investment of $100 in the Common Stock on June 26, 2020, assuming reinvestment of dividends. Peer group TSR is calculated based on the value of an initial fixed investment of $100 in the S&P SmallCap 600 Index on June 26, 2020, assuming reinvestment of dividends. The S&P SmallCap 600 Index was the peer group used by UNIFI for purposes of Item 201(e) of Regulation S-K in the Company’s Annual Report on Form 10-K for fiscal 2024.

  45. Pay Versus Performance Disclosure

    | | PEO | | | | Average Non-PEO NEOs | | | | | | 2024 ($) | 2023 ($) | 2022 ($) | 2021 ($) | 2024 ($) | 2023 ($) | 2022 ($) | 2021 ($) | | Total Compensation from Summary Compensation Table | 1,248,267 | 1,244,710 | 1,617,866 | 1,748,373 | 634,597 | 696,777 | 869,763 | 1,198,197 | | Adjustments for Equity Awards: | | | | | | | | | | Grant date values in the Summary Compensation Table | (387,500) | (387,500) | (387,500) | — | (157,318) | (142,500) | (162,500) | (275,000) | | Year-end fair value for unvested awards granted in the current year | 342,582 | 376,477 | 229,604 | — | 141,650 | 138,451 | 100,463 | 511,010 | | Year-over-year difference of year-end fair values for unvested awards granted in prior years | (105,105) | (72,240) | (549,678) | 1,139,756 | (32,743) | (280,639) | (687,937) | 587,118 | | Fair values at vest date for awards granted and vested in the current year | — | — | — | — | — | — | — | — | | Difference in prior year-end fair values and vest date fair values for awards granted in prior years | (28,807) | (336,920) | (296,978) | 152,537 | (16,080) | (127,515) | (28,975) | 124,567 | | Value at last day of prior year for awards forfeited during the current year | — | — | — | — | (107,461) | (11,523) | — | — | | Total Adjustments for Equity Awards | (178,830) | (420,183) | (1,004,552) | 1,292,293 | (171,952) | (423,726) | (778,949) | 947,695 | | Compensation Actually Paid | 1,069,437 | 824,527 | 613,314 | 3,040,666 | 462,645 | 273,051 | 90,814 | 2,145,892 |

  46. Pay Versus Performance: Graphical Description

    Pay Versus Performance: Graphical Description The illustrations below provide a graphical description of CAP and the following measures for the fiscal years listed: • the Company’s cumulative TSR and the peer group’s cumulative TSR; • the Company’s Net Income (Loss); and • the Company Selected Measure, which for UNIFI is Adjusted EBITDA. * Value of initial fixed investment of $100