DEF 14A of Unifi Inc, Sep 12, 2025

DEF 14A of Unifi Inc

Filed Sep 12, 2025 · FY20250000950170-25-114377

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 2026 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 2024 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 | 64 | President and Chief Executive Officer, Market Vigor, L.L.C. | 2021 | | Francis S. Blake | 76 | Retired Chairman and Chief Executive Officer, The Home Depot, Inc. | 2022 | | Albert P. Carey | 74 | Executive Chairman of UNIFI | 2018 | | Edmund M. Ingle | 60 | Chief Executive Officer of UNIFI | 2020 | | Kenneth G. Langone | 89 | Former Chairman and Chief Executive Officer, Invemed Associates LLC | 1969 | | Suzanne M. Present | 66 | Principal, Gladwyne Partners, LLC | 2011 | | Rhonda L. Ramlo | 65 | Business Strategy and Operations Consultant | 2021 | | Eva T. Zlotnicka | 42 | 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 2025, 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 2025:

  5. 2025 Director Compensation Table

    2025 Director Compensation Table

  6. 2025 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Option Awards ($) | Total ($) | | Emma S. Battle | 50,000 | 50,000 | — | 100,000 | | Francis S. Blake | — | 110,000(2) | — | 110,000 | | Kenneth G. Langone | — | 100,000 | — | 100,000 | | Suzanne M. Present | — | 130,000(3) | — | 130,000 | | Rhonda L. Ramlo | 100,000 | 50,000(4) | — | 150,000 | | Eva T. Zlotnicka | 60,000 | 50,000(5) | — | 110,000 |

  7. 2025 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 2025. These amounts reflect the accounting expense and do not correspond to the actual value that will be recognized by the directors. (2) In addition to the annual retainer for his service as an independent director in fiscal 2025, Mr. Blake received a $10,000 annual retainer for his service as Chair of the Compensation Committee. (3) In addition to the annual retainer for her service as an independent director in fiscal 2025, Ms. Present received a $15,000 annual retainer for her service as Chair of the Audit Committee and a $15,000 annual retainer for her service as Lead Independent Director. (4) In addition to the annual retainer for her service as an independent director in fiscal 2025, 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 2025, 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 Company’s Director Compensation Policy provides that 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 usually 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 2025 with respect to the compensation of its NEOs: • made annual incentive compensation payments to the NEOs; • 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 achievement of performance-measured 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. | | | | • Promote retention (through time-based vesting periods). | | Other Personal Benefits | • Supplemental retirement contributions based on executives’ respective base salaries, subject to continued service. • Broad-based benefits provided to all of the Company’s employees (e.g., health and group term life insurance, a retirement savings plan, and limited perquisites). | • Provide a competitive total compensation package to attract and retain key executives. |

  11. Annual Incentive Compensation

    Annual Incentive Compensation In August 2024, the Compensation Committee chose 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 2025 annual incentive compensation plan. The Compensation Committee chose Adjusted EBITDA as an appropriate performance measure 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. The Compensation Committee set the fiscal 2025 Adjusted EBITDA target for the Company at $32.0 million, which was based on the Board-approved business plan for fiscal 2025. The target for the Company’s Asia reporting segment was based on an Adjusted EBITDA target of 77.0 million Chinese Renminbi (“RMB”) (“Asia Adjusted EBITDA”). The fiscal 2025 annual incentive compensation plan established a 100% weighting on Adjusted EBITDA for Messrs. Ingle, Eaker, and Moore and a 100% weighting on Asia Adjusted EBITDA for Mr. Ning. For fiscal 2025, 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% | | Brian D. Moore | 30.0% | 60.0% | 100.0% | | Hongjun Ning | 30.0% | 60.0% | 100.0% |

  13. Annual Incentive Compensation

    | Name(1) | Performance Measure | Weight | Target Performance | | | Edmund M. Ingle | Adjusted EBITDA | 100.0% | 32M | USD | | Andrew J. Eaker | Adjusted EBITDA | 100.0% | 32M | USD | | Brian D. Moore | Adjusted EBITDA | 100.0% | 32M | USD | | Hongjun Ning | Asia Adjusted EBITDA | 100.0% | 77M | RMB |

  14. Annual Incentive Compensation

    Mr. Carey does not participate in the Company’s annual incentive compensation plan. The following table shows the threshold, target, and maximum performance levels corresponding to the Adjusted EBITDA and Asia Adjusted EBITDA performance measures, as well as the Company’s actual performance in fiscal 2025:

  15. Annual Incentive Compensation

    | Performance Metric | Threshold Performance | | Target Performance | | Maximum Performance | | Actual Fiscal 2025 Performance | | | Adjusted EBITDA | 25M | USD | 32M | USD | 38.4M | USD | (11.6M) | USD | | Asia Adjusted EBITDA | 61.6M | RMB | 77M | RMB | 92.4M | RMB | 5.5M | RMB |

  16. Annual Incentive Compensation

    The threshold, target, and maximum performance levels for the fiscal 2025 Adjusted EBITDA performance measure were set below the corresponding levels for the fiscal 2024 annual incentive plan, but above actual performance in fiscal 2024. As discussed above, the performance levels were set in August 2024, based on the Board’s approved budget for fiscal 2025, and based on the expectation of some improvement in the challenging industry conditions experienced during most of fiscal 2024. As disclosed in the fiscal 2024 Proxy Statement, none of the NEOs for the Americas reporting segment were awarded an annual incentive for fiscal 2024. The fiscal 2025 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. As disclosed in the fiscal 2024 Proxy Statement, 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. Similarly, the Compensation Committee may decrease the annual incentive awarded to a NEO as a result of the individual NEO’s performance. Each NEO’s performance is evaluated against specific operational and/or financial goals, including contributions to the Company’s achievement of those goals, prior to the payment of annual incentives and the final award may be adjusted relative to the achievement of those goals. As disclosed in the fiscal 2024 Proxy Statement, the performance criteria in the annual incentive compensation plan may be adjusted by either the Compensation Committee or the Board to account for unusual non-recurring 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. In April 2025, the Compensation Committee reviewed the fiscal 2025 annual incentive plan performance measures (Adjusted EBITDA and Asia Adjusted EBITDA) and determined that it was not likely that the Company would achieve the minimum threshold performance targets for payout under the plan that was approved in August 2024. The Compensation Committee further determined that the plan did not accurately measure and reward Company performance for fiscal 2025 because it did not include any performance measures for successful execution of the Company’s strategic initiatives relevant to the Americas reporting segment or consider the regional and economic headwinds caused by global tariff changes in the Asia reporting segment. The Compensation Committee considered the unique factors and events that faced the Company and its employees, including the NEOs, in fiscal 2025 including: (i) an increase in the voluntary resignation of long-service salaried employees and the strategic need to retain key talent; (ii) the significant level of efforts toward the planned closure and sale of the Madison Facility and the relocation of equipment and transition of manufacturing operations to the Company’s other manufacturing facilities in North and Central America; and (iii) the individual effort and performance in Asia despite extreme regional and economic headwinds, including global tariffs. See “Compensation Discussion and Analysis—Executive Summary—Company Performance Highlights.” In focusing on the retention of key executive talent, the Compensation Committee considered the non-payment of annual incentives to U.S. employees for the past two fiscal years. In focusing on the closure and sale of the Madison Facility, the Compensation Committee considered (i) the strategic importance of the successful completion of the sale transaction to enhance operating efficiency, lower fixed costs, improve profitability, and strengthen the Company’s balance sheet and (ii) the significant contributions by Company employees in planning this transition and sale. In focusing on the effort and performance with respect to regional and economic headwinds in Asia, the Compensation Committee considered the demand volatility and financial impacts due to recent actions taken by the U.S. related to global trade policies, tariffs and retaliatory tariffs, and the performance of our employees in Asia in responding to such unique challenges. Therefore, considering the unique factors that faced both the Americas and Asia reporting segments in fiscal 2025 and the sufficient liquidity necessary to make an annual incentive payout, the Compensation Committee determined that the fiscal 2025 annual incentive plan would be adjusted to have a single objective financial performance metric consisting of the sale of the Company’s Madison Facility, with minimum net proceeds of $40 million, with payout being 75% of each eligible employee’s (including the NEO’s) target annual incentive award. The Compensation Committee recognized this as a mid-year adjustment of the performance measures to the annual incentive plan and confirmed it would not be a consistent approach in future years if performance measures were not met. In considering this a one-time, discretionary adjustment, the Compensation Committee chose an award level below target (75%) rather than at or above target. On May 20, 2025, the Company sold the Madison Facility for $45.0 million. The net proceeds of the transaction were used to repay a portion of the principal balance of term loans and revolving loans outstanding under the Company’s credit facilities. The Company announced that it expected to achieve an annual cost savings of approximately $20.0 million, primarily comprised of lower headcount and operational synergies, due to this sale. In June 2025, following the successful completion of the sale, the Compensation Committee approved the annual incentive plan awards to the Company’s eligible employees, including its NEOs, at 75% of target for fiscal 2025 as indicated below, prorated in the cases of Messrs. Eaker and Moore for changes in their base salaries during fiscal 2025.

  17. Annual Incentive Compensation

    | | Fiscal 2025 Annual Incentive Compensation Payout | | | Name | % of Base Salary | Amount ($)(1) | | Edmund M. Ingle | 75.0% | 581,250 | | Andrew J. Eaker | 45.0% | 162,308 | | Brian D. Moore | 45.0% | 168,997 | | Hongjun Ning | 45.0% | 191,925 |

  18. Annual Incentive Compensation

    (1) The payout date for the annual incentive for fiscal 2025 was August 29, 2025.

  19. 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 recent years, the Compensation Committee has awarded an equal blend of performance share units and restricted stock units to covered officers (as defined below under “—Officers Stock Ownership Policy”) to provide a mix composed of awards whose value is based on the Company’s financial performance (performance share units) and awards that serve primarily as a retention or recruitment tool (restricted stock units). Restricted stock units are subject to a service vesting condition, and vest over a three-year period, as long as employment continues through the respective vesting date. Restricted stock units convey no rights of ownership in shares of Common Stock until such units have vested and been distributed to the grantee in the form of shares of Common Stock. Performance share units are subject to a performance-based vesting condition, and convey no rights of ownership in shares of Common Stock until such units have vested and been distributed to the grantee in the form of shares of Common Stock. The Compensation Committee determines the performance condition based on the Company’s financial performance goals. Consistent with the vesting provisions of each performance share unit, a percentage of target units become fully vested based on the performance measure achieved at the end of the performance period. For the performance share units granted in fiscal 2023, the most recently completed performance cycle, the performance metric was three-year cumulative adjusted earnings per share, with a range from a threshold of $0.38 that would earn 50% of the target shares to a maximum of $2.44 that would earn 200% of the target shares. Zero percent of these units vested as the threshold performance metric was not achieved by the performance end date of June 29, 2025. In fiscal 2025, the Compensation Committee awarded performance share units and restricted stock units to the NEOs on October 28, 2024, as shown in the Grants of Plan-Based Awards table. Mr. Carey’s grant date was October 29, 2024, however, in accordance with the awards to the other directors after their election at the 2024 Annual Meeting of Shareholders. For the performance share units, the Compensation Committee chose Adjusted Free Cash Flow for the performance metric, with a threshold amount that would earn 50% of the target shares, a target amount that would earn 100% of the target shares, and a maximum amount that would earn 200% of the target shares, linear interpolation applied. The Compensation Committee chose Adjusted Free Cash Flow because cash generation more closely aligned with the strategic initiatives of the Company in fiscal 2025. See “Compensation Discussion and Analysis—Executive Summary—Company Performance Highlights.” The reconciliation of operating cash flow (which is the most directly comparable GAAP financial measure) to Adjusted Free Cash Flow is presented in Appendix A to this Proxy Statement. On October 28, 2024 certain key leaders of the Company, including Messrs. Eaker and Moore, were awarded a one-time equity award in the form of 22,000 shares of restricted stock units as a retention tool and to incentivize the leadership team to achieve near-term business goals (the “FY25 Leadership Award”). The FY25 Leadership Award was awarded to a limited pool of ten employees who were considered by the Compensation Committee as key drivers of the fiscal 2025 strategic initiative to consolidate manufacturing assets in the Americas reporting segment, including the sale of the Madison Facility. This strategic initiative for fiscal 2025 was directly tied toward enhancing operating efficiency, lowering fixed costs, improving profitability, and strengthening the Company’s balance sheet by debt reduction, thus, tied to interests aligned with the Company’s shareholders. The FY25 Leadership Award, which was not given to the Chief Executive Officer, was a one-time special award not representative of the Company’s usual practice of making one long-term incentive award per year. For the fiscal 2025 restricted stock units award, 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. For the FY25 Leadership Award, the restricted stock units vest 50% 30 days after the first anniversary of the grant date, 25% on the second anniversary of the grant date, and 25% on the third anniversary of the grant date. The purpose of the different vesting schedule for the FY25 Leadership Award was to tie the vesting of a substantial portion of the award to the retention of key leaders to achieve the fiscal 2025 strategic initiatives. See “Compensation Discussion and Analysis—Executive Summary—Company Performance Highlights.”

  20. Perquisites and Other Benefits

    Perquisites and Other Benefits Perquisites. The Compensation Committee’s general philosophy is to provide executives, including the NEOs, with very 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 social club dues. In connection with performing various duties outside of the U.S. in fiscal 2025, Mr. Ning, a U.S. citizen, was (i) reimbursed for the cost of rental housing in China, (ii) afforded an international medical insurance plan; (iii) afforded de minimis personal use of Company car services, and (iv) 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 2025, 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 costs of the health plans are 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 2025 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, Moore, and Ning. Each employment agreement (with the exception of Mr. Carey’s agreement) provides that the executive will (i) receive an annual base salary as 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.”

  21. Summary Compensation Table

    Summary Compensation Table

  22. 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 | 2025 | 775,000 | — | 775,283 | — | 581,250 | 87,898 | 2,219,431 | | Ingle | Officer | 2024 | 775,000 | — | 387,641 | — | — | 85,767 | 1,248,408 | | | | 2023 | 775,000 | — | 387,500 | — | — | 82,210 | 1,244,710 | | Andrew J. | EVP, Chief Financial | 2025 | 360,577 | — | 338,670 | — | 162,308 | 38,927 | 900,482 | | Eaker | Officer and Treasurer | 2024 | 300,961 | 100,000 | 177,062 | — | — | 31,026 | 609,049 | | Albert P. | Executive Chairman | 2025 | 700,000 | — | 699,906 | — | — | — | 1,399,906 | | Carey | | 2024 | 700,000 | — | 349,953 | — | — | — | 1,049,953 | | | | 2023 | 700,000 | — | 350,000 | — | — | — | 1,050,000 | | Brian D. | EVP and President | 2025 | 375,462 | — | 338,670 | — | 168,997 | 38,977 | 922,106 | | Moore | of UMI | 2024 | 344,385 | — | 65,011 | — | — | 19,008 | 428,404 | | Hongjun | EVP, President of | 2025 | 426,500 | — | 235,086 | — | 191,925 | 171,426 | 1,024,937 | | Ning | UTSC, and | 2024 | 410,000 | — | 102,511 | — | 255,000 | 129,650 | 897,161 | | | President of UAP | 2023 | 375,000 | — | 187,500 | — | — | 184,025 | 746,525 |

  23. Summary Compensation Table

    (1) Amount represents 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. (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 2025 for more information about the determination of the grant date fair value of equity awards. (3) 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. (4) All Other Compensation for each of the NEOs for fiscal 2025 consists of the following:

  24. Summary Compensation Table

    | | Edmund M. Ingle | Andrew J. Eaker | Brian D. Moore | Hongjun Ning | | Life Insurance ($) | 7,848 | 741 | 2,709 | 4,058 | | Company Matching Contribution to 401(k) Plan ($) | 14,175 | 8,992 | 5,210 | 12,635 | | Company Contribution to DCP ($) | 65,875 | 29,194 | 31,058 | 35,551 | | Medical Insurance ($)(a) | — | — | — | 62,280 | | Company Paid Housing ($)(a) | — | — | — | 46,729 | | Expatriot Subsidy ($)(b) | — | — | — | 7,673 | | Certain Tax Payments ($)(c) | — | — | — | 2,500 | | Total ($) | 87,898 | 38,927 | 38,977 | 171,426 |

  25. Summary Compensation Table

    (a) In connection with performing various duties outside of the U.S., the Company paid for the cost of Mr. Ning’s international medical insurance plan and reimbursed Mr. Ning for the cost of rental housing in China. In addition, in fiscal 2025, 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 2025, the Company received on behalf of, and remitted via local payroll to, Mr. Ning, a $7,673 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 2025, the Company made certain tax extension payments on behalf of Mr. Ning to accommodate certain dual-country tax reporting and compliance requirements.

  26. Grants of Plan-Based Awards

    Grants of Plan-Based Awards

  27. 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 | 10/28/2024 | | | | | | | 55,536 | — | — | 387,641 | | | Performance Share Units | 10/28/2024 | | | | 27,768 | 55,536 | 111,072 | — | — | — | 387,641 | | Andrew J. Eaker | Annual Cash Incentive | | 108,200 | 216,400 | 360,700 | | | | | | | | | | Restricted Stock Units | 10/28/2024 | | | | | | | 13,260 | — | — | 92,555 | | | Restricted Stock Units(4) | 10/28/2024 | | | | | | | 22,000 | — | — | 153,560 | | | Performance Share Units | 10/28/2024 | | | | 6,630 | 13,260 | 26,520 | — | — | — | 92,555 | | Albert P. Carey | Restricted Stock Units | 10/29/2024 | | | | | | | 51,088 | — | — | 349,953 | | | Performance Share Units | 10/29/2024 | | | | 25,544 | 51,088 | 102,176 | — | — | — | 349,953 | | Brian D. Moore | Annual Cash Incentive | | 112,700 | 225,300 | 375,500 | | | | | | | | | | Restricted Stock Units | 10/28/2024 | | | | | | | 13,260 | — | — | 92,555 | | | Restricted Stock Units(4) | 10/28/2024 | | | | | | | 22,000 | — | — | 153,560 | | | Performance Share Units | 10/28/2024 | | | | 6,630 | 13,260 | 26,520 | — | — | — | 92,555 | | Hongjun Ning | Annual Cash Incentive | | 127,950 | 255,900 | 426,500 | | | | | | | | | | Restricted Stock Units(5) | 10/28/2024 | | | | | | | 16,840 | — | — | 117,543 | | | Performance Share Units(5) | 10/28/2024 | | | | 8,420 | 16,840 | 33,680 | — | — | — | 117,543 |

  28. Grants of Plan-Based Awards

    Represents the threshold, target, and maximum payouts the NEOs were eligible to earn pursuant to the fiscal 2025 annual incentive compensation plan as originally adopted. Payouts for any NEOs who serve less than the full fiscal year are prorated in accordance with such NEO’s employment during the fiscal year. Payouts for any NEOs whose base salaries are adjusted during the fiscal year are prorated in accordance with the base salary actually paid during the fiscal year, as was the case in fiscal 2025 for Messrs. Eaker and Moore. The fiscal 2025 annual incentive compensation plan, as originally adopted and as revised by the Compensation Committee in its discretion, is 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 2025 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 2025. Consistent with the vesting provisions of each performance share unit, between 50% and 200% 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 2025. The first restricted stock unit grant listed in this column vests 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. The grant of 22,000 restricted stock units on October 28, 2024 was tied to retention of key leaders to achieve a fiscal 2025 strategic initiative and, thus, the vesting terms were different than the annual grant. See “Compensation Discussion and Analysis—Detailed Review of Compensation Components—Long-Term Incentive Compensation.” The restricted stock units vest 50% 30 days after the first anniversary of the grant date, 25% on the second anniversary of the grant date, and 25% on the third anniversary of the grant date. 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.

  29. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End

  30. 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 | 60,000 | — | 13.23 | 6/15/2030 | — | — | — | — | | M. Ingle | — | — | — | — | 123,453(3) | 646,894 | — | — | | | — | — | — | — | 115,428(4) | — | 85,482 | 447,926 | | 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 | — | — | — | — | | | — | — | — | — | 58,900(5) | 308,636 | — | — | | | — | — | — | — | 19,404(6) | — | 16,332 | 85,580 | | Albert P. | 32,894 | — | 21.02 | 1/29/2029 | — | — | — | — | | Carey (13) | 100,000 | — | 11.74 | 5/1/2030 | — | — | — | — | | | 100,000 | — | 11.74 | 5/1/2030 | — | — | — | — | | | 51,852 | — | 15.10 | 10/29/2030 | — | — | — | — | | | — | — | — | — | 112,432(7) | 589,144 | — | — | | | — | — | — | — | 105,184(8) | — | 78,136 | 409,433 | | Brian D. | 3,960 | — | 15.91 | 10/28/2030 | — | — | — | — | | Moore | — | — | — | — | 44,430(9) | 232,813 | — | — | | | — | — | — | — | 23,308(10) | — | 18,284 | 95,808 | | Hongjun | 5,000 | — | 29.09 | 10/26/2026 | — | — | — | — | | Ning | — | — | — | — | 39,851(11) | 208,819 | — | — | | | — | — | — | — | 32,684(12) | — | 24,762 | 129,753 |

  31. Outstanding Equity Awards at Fiscal Year-End

    (1) 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 28, 2026 and June 27, 2027, as applicable. The performance share units awarded in fiscal 2024 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. The performance share units awarded in fiscal 2025 are earned by UNIFI achieving certain Adjusted Free Cash Flow targets calculated as GAAP operating cash flows less capital expenditures and subject to adjustments such as asset sales and dispositions. The reconciliation of operating cash flow (which is the most directly comparable GAAP financial measure) to Adjusted Free Cash Flow is presented in Appendix A to this Proxy Statement. As of June 29, 2025, the Company’s performance for the cumulative metric established under the fiscal 2024 grant was below the threshold level of performance, while the Company’s progress toward achieving the Adjusted Free Cash Flow targets established under the fiscal 2025 grant was at the target level of performance. Therefore, the shares presented in this column represent minimum threshold achievement for the fiscal 2024 grant and target achievement for the fiscal 2025 grant. 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 27, 2025, which was the last trading day of fiscal 2025. 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 the market value of the Common Stock when the performance share units are earned and vested, if at all, and: (i) with respect to the fiscal 2024 grants on UNIFI’s earnings per share achievement over the respective three-year performance period; or (ii) with respect to the fiscal 2025 grants on UNIFI’s Adjusted Free Cash Flow achievement during the respective three-year performance period. Represents the unvested portion of (i) 45,996 restricted stock units granted on November 21, 2022, with 25% vested on December 21, 2023, 25% vested on November 21, 2024, and 50% scheduled to vest on November 21, 2025, (ii) 59,892 restricted stock units granted on November 6, 2023, with 25% vested on December 6, 2024, 25% scheduled to vest on November 6, 2025, and 50% scheduled to vest on November 6, 2026, and (iii) 55,536 restricted stock units granted on October 28, 2024, with 25% scheduled to vest on November 27, 2025, 25% scheduled to vest on October 28, 2026, and 50% scheduled to vest on October 28, 2027, contingent upon Mr. Ingle’s continued service through the applicable vesting date. Represents (i) 59,892 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 (which, as of June 29, 2025, were not expected to vest) and (ii) 55,536 performance share units granted on October 28, 2024 that vest on the attainment of specified financial performance goals over a period of fiscal years 2025 through 2027, and Mr. Ingle’s continued service through the applicable vesting date. (5) Represents the unvested portion of (i) 3,564 restricted stock units granted on November 21, 2022, with 25% vested on December 21, 2023, 25% vested on November 21, 2024, and 50% scheduled to vest on November 21, 2025, (ii) 6,144 restricted stock units granted on November 6, 2023, with 25% vested on December 6, 2024, 25% scheduled to vest on November 6, 2025, and 50% scheduled to vest on November 6, 2026, (iii) 23,000 restricted stock units granted on February 2, 2024, with 25% vested on March 2, 2025, 25% scheduled to vest on February 2, 2026, and 50% scheduled to vest on February 2, 2027, (iv) 13,260 restricted stock units granted on October 28, 2024, with 25% scheduled to vest on November 27, 2025, 25% scheduled to vest on October 28, 2026, and 50% scheduled to vest on October 28, 2027, and (v) 22,000 restricted stock units granted on October 28, 2024, with 50% scheduled to vest on November 27, 2025, 25% scheduled to vest on October 28, 2026, and 25% scheduled to vest on October 28, 2027, contingent upon Mr. Eaker’s continued service through the applicable vesting date. (6) Represents (i) 6,144 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 (which, as of June 29, 2025, were not expected to vest) and (ii) 13,260 performance share units granted on October 28, 2024 that vest on the attainment of specified financial performance goals over a period of fiscal years 2025 through 2027, and Mr. Eaker’s continued service through the applicable vesting date. (7) Represents the unvested portion of (i) 41,544 restricted stock units granted on November 21, 2022, with 25% vested on December 21, 2023, 25% vested on November 21, 2024, and 50% scheduled to vest on November 21, 2025, (ii) 54,096 restricted stock units granted on November 6, 2023, with 25% vested on December 6, 2024, 25% scheduled to vest on November 6, 2025, and 50% scheduled to vest on November 6, 2026, and (iii) 51,088 restricted stock units granted on October 29, 2024, with 25% scheduled to vest on November 28, 2025, 25% scheduled to vest on October 29, 2026, and 50% scheduled to vest on October 29, 2027, contingent upon Mr. Carey's continued service through the applicable vesting date. (8) Represents (i) 54,096 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 (which, as of June 29, 2025, were not expected to vest) and (ii) 51,088 performance share units granted on October 29, 2024 that vest on the attainment of specified financial performance goals over a period of fiscal years 2025 through 2027, and Mr. Carey’s continued service through the applicable vesting date. (9) Represents the unvested portion of (i) 3,268 restricted stock units granted on November 21, 2022, with 25% vested on December 21, 2023, 25% vested on November 21, 2024, and 50% scheduled to vest on November 21, 2025, (ii) 10,048 restricted stock units granted on November 6, 2023, with 25% vested on December 6, 2024, 25% scheduled to vest on November 6, 2025, and 50% scheduled to vest on November 6, 2026, (iii) 13,260 restricted stock units granted on October 28, 2024, with 25% scheduled to vest on November 27, 2025, 25% scheduled to vest on October 28, 2026, and 50% scheduled to vest on October 28, 2027, and (iv) 22,000 restricted stock units granted on October 28, 2024, with 50% scheduled to vest on November 27, 2025, 25% scheduled to vest on October 28, 2026, and 25% scheduled to vest on October 28, 2027, contingent upon Mr. Moore’s continued service through the applicable vesting date. Represents (i) 10,048 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 (which, as of June 29, 2025, were not expected to vest) and (ii) 13,260 performance share units granted on October 29, 2024 that vest on the attainment of specified financial performance goals over a period of fiscal years 2025 through 2027, and Mr. Moore’s continued service through the applicable vesting date.

  32. Outstanding Equity Awards at Fiscal Year-End

    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: 4,210 on October 28, 2025, 3,961 on November 6, 2025, 11,128 on November 21, 2025, 4,210 on October 28, 2026, 7,922 on November 6, 2026, and 8,420 on October 28, 2027. Represents (i) 15,844 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 (which, as of June 29, 2025, are not expected to vest) and (ii) 16,840 cash-settled performance share units granted on October 28, 2024 that vest on the attainment of specified financial performance goals over a period of fiscal years 2025 through 2027. 333,000 stock options granted to Mr. Carey on May 1, 2020 failed to vest and were canceled because the market condition required for vesting was not satisfied before the end of the performance period.

  33. Option Exercises and Stock Vested

    Option Exercises and Stock Vested

  34. 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 | — | — | 26,472 | 149,818 | | Andrew J. Eaker | — | — | 8,703 | 49,124 | | Albert P. Carey | — | — | 23,910 | 135,319 | | Brian D. Moore | — | — | 3,891 | 22,665 | | Hongjun Ning | — | — | 13,097 | 82,036(3) |

  35. Option Exercises and Stock Vested

    Shares included in this column represent restricted stock units that vested during fiscal 2025. (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.

  36. 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.

  37. 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 | 39,658 | — | 362,991 | | Andrew J. Eaker | — | 29,194 | 15,380 | — | 140,772 | | Brian D. Moore | — | 31,058 | 8,278 | — | 100,357 | | Hongjun Ning | — | 35,551 | 46,519 | — | 641,628 |

  38. Nonqualified Deferred Compensation

    Amounts represent Company contributions to the DCP on behalf of the NEOs during fiscal 2025. These amounts are reported in the “All Other Compensation” column of the Summary Compensation Table.

  39. 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, Moore, and Ning 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 the executive’s death or “Disability” (as defined in the respective employment agreement), the executive or the executive’s 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, the executive will be entitled to (i) cash severance payments equal to 12 months of the executive’s annual base salary at the time of termination, payable in equal monthly installments, and (ii) if the executive 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 the executive 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. 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 awards granted to the Company’s NEOs under the plans will become fully vested, including the target number of outstanding performance share units. The Company’s NEOs shall also become vested in restricted stock units that vest based on continued service with the Company upon a termination of employment due to death or Disability. In addition, a pro rata portion, as determined on a per diem basis for the portion of the performance period that the NEO was in continuous employment with the Company, of the target number of performance share units shall become fully vested if a NEO’s employment terminates before the end of the performance period 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 upon the Company’s termination of the NEO’s employment without Cause after the NEO has attained age 65. For an approved retirement, the Compensation Committee may elect to award a pro rata portion of the performance share units that would have been earned based on the Company’s performance if the NEO’s employment had continued to the vesting date. Hypothetical Payments Table. The table below summarizes the potential severance payments and benefits payable to each applicable executive under the executive’s 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 27, 2025, the last business day of fiscal 2025.

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

    | Name | Type of Payment or Benefit | Change of Control ($)(2) | Termination Without Cause or Resignation for Good Reason ($) | Termination Without Cause After Attaining Age 65 ($)(3) | Termination Due to Death or Disability ($)(4) | Termination Due to Approved Retirement ($)(5) | | Edmund M. Ingle | Severance and Benefit Continuation(1) | — | 801,040 | — | — | — | | | Accelerated Equity Awards(6) | 1,251,736 | — | 743,897 | 953,119 | 97,003 | | | Total | 1,251,736 | 801,040 | 743,897 | 953,119 | 97,003 | | Andrew J. Eaker | Severance and Benefit Continuation(1) | — | 384,300 | — | — | — | | | Accelerated Equity Awards(6) | 410,313 | — | 331,797 | 353,260 | 23,161 | | | Total | 410,313 | 384,300 | 331,797 | 353,260 | 23,161 | | Albert P. Carey | Accelerated Equity Awards(6) | 1,140,308 | — | 678,377 | 867,353 | 89,234 | | Brian D. Moore | Severance and Benefit Continuation(1) | | 415,205 | | | — | | | Accelerated Equity Awards(6) | 354,947 | | 255,974 | 291,075 | 23,161 | | | Total | 354,947 | 415,205 | 255,974 | 291,075 | 23,161 | | Hongjun Ning | Severance and Benefit Continuation(1) | — | 486,164 | — | — | — | | | Accelerated Equity Awards(6) | 380,083 | — | 238,233 | 293,581 | 29,414 | | | Total | 380,083 | 486,164 | 238,233 | 293,581 | 29,414 |

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

    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, Moore, and Ning. (2) As described above, all unvested restricted stock units and the target number of unvested performance share units will become vested upon a Change of Control of the Company. (3) As described above, 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, and all unvested restricted stock units, will vest immediately if the Company terminates the NEO’s employment without Cause after the NEO has attained age 65. (4) As described above, all unvested restricted stock units, and a pro rata portion of the target number of unvested performance share units, are subject to accelerated vesting upon termination of the NEO’s employment due to death or Disability. For an approved retirement, the Compensation Committee may elect to award 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 if the NEO’s employment had continued to the vesting date. For purposes of this table, it is assumed that as of the date of termination or Change of Control, as applicable: (i) 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 27, 2025; and (ii) each vested performance share unit was converted into one share of Common Stock and the aggregate value of such vested performance share units was calculated by multiplying the number of performance share units by the closing market price of the Common Stock on June 27, 2025.

  42. 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:

  43. Pay Ratio Disclosure

    | Median annual total compensation of all employees (excluding Mr. Ingle) | $38,077 | | Annual total compensation of Mr. Ingle | $2,219,431 | | Ratio of Mr. Ingle’s annual total compensation to the median annual total compensation of all other employees | 58:1 |

  44. Pay Ratio Disclosure

    For fiscal 2025, the Company used the same median employee identified in fiscal 2024 to determine the median annual total compensation of all employees (excluding the Company’s principal executive officer). To determine the median employee in fiscal 2024, 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 30, 2025, the Company employed 2,652 persons, of which 1,179 employees were employed outside of the U.S. 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.

  45. 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. The Company chose the S&P SmallCap 600 Index as the peer group for purposes of Item 201(e) of Regulation S-K in the Company’s Annual Report on Form 10-K for fiscal 2025. The S&P SmallCap 600 Index seeks to measure the small-cap segment of the U.S. equity market, which the Company believes includes companies with characteristics most similar to UNIFI.

  46. 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) ($) | | 2025 | 2,219,431 | 1,992,419 | 1,061,857 | 929,660 | 44.90 | 169.09 | (20,348) | (11,551) | | 2024 | 1,248,408 | 1,069,578 | 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 |

  47. 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: 2025: Andrew J. Eaker, Albert P. Carey, Brian D. Moore, and Hongjun Ning. 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.

  48. Pay Versus Performance Disclosure

    | | PEO | | | | | Average Non-PEO NEOs | | | | | | | 2025 ($) | 2024 ($) | 2023 ($) | 2022 ($) | 2021 ($) | 2025 ($) | 2024 ($) | 2023 ($) | 2022 ($) | 2021 ($) | | Total Compensation from Summary Compensation Table | 2,219,431 | 1,248,408 | 1,244,710 | 1,617,866 | 1,748,373 | 1,061,857 | 634,597 | 696,777 | 869,763 | 1,198,197 | | Adjustments for Equity Awards: | | | | | | | | | | | | Grant date values in the Summary Compensation Table | (775,283) | (387,500) | (387,500) | (387,500) | — | (472,280) | (157,318) | (142,500) | (162,500) | (275,000) | | Year-end fair value for unvested awards granted in the current year | 575,908 | 342,582 | 376,477 | 229,604 | — | 352,051 | 141,650 | 138,451 | 100,463 | 511,010 | | Year-over-year difference of year-end fair values for unvested awards granted in prior years | (36,335) | (105,105) | (72,240) | (549,678) | 1,139,756 | (15,671) | (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 | 8,698 | (28,807) | (336,920) | (296,978) | 152,537 | 3,703 | (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 | (227,012) | (178,830) | (420,183) | (1,004,552) | 1,292,293 | (132,197) | (171,952) | (423,726) | (778,949) | 947,695 | | Compensation Actually Paid | 1,992,419 | 1,069,578 | 824,527 | 613,314 | 3,040,666 | 929,660 | 462,645 | 273,051 | 90,814 | 2,145,892 |

  49. 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