DEF 14A of Carters Inc, Apr 4, 2025

DEF 14A of Carters Inc

Filed Apr 4, 2025 · FY20240001060822-25-000089

Open on EDGAR

  1. TABLE OF CONTENTS

    | BOARD OF DIRECTORS AND CORPORATE GOVERNANCE INFORMATION | 2 | | PROPOSAL NUMBER ONE – ELECTION OF DIRECTORS | 26 | | COMPENSATION OF DIRECTORS | 27 | | EXECUTIVE OFFICERS’ BIOGRAPHICAL INFORMATION AND EXPERIENCE | 29 | | COMPENSATION DISCUSSION AND ANALYSIS | 34 | | COMPENSATION & HUMAN CAPITAL COMMITTEE REPORT | 52 | | COMPENSATION & HUMAN CAPITAL COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION | 52 | | FISCAL 2024 SUMMARY COMPENSATION TABLE | 53 | | FISCAL 2024 GRANTS OF PLAN-BASED AWARDS | 55 | | OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END | 57 | | OPTION EXERCISES AND STOCK VESTED IN FISCAL 2024 | 59 | | NONQUALIFIED DEFERRED COMPENSATION | 60 | | POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL | 61 | | PAY RATIO DISCLOSURE | 64 | | PAY VERSUS PERFORMANCE DISCLOSURE | 65 | | TRANSACTIONS WITH RELATED PERSONS, PROMOTERS, AND CERTAIN CONTROL PERSONS | 69 | | SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS, AND EXECUTIVE OFFICERS | 70 | | DELINQUENT SECTION 16 REPORTS | 72 | | PROPOSAL NUMBER TWO — ADVISORY VOTE ON APPROVAL OF EXECUTIVE COMPENSATION | 73 | | AUDIT COMMITTEE REPORT | 74 | | PROPOSAL NUMBER THREE — RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 75 | | OTHER MATTERS | 77 | | QUESTIONS AND ANSWERS ABOUT THE 2025 ANNUAL MEETING | 78 | | APPENDIX | 85 |

  2. 2025 NOMINEES FOR DIRECTOR

    2025 NOMINEES FOR DIRECTOR After considering the recommendations of the Nominating & Corporate Governance Committee, the Board has set the number of directors at 11 and nominated all current directors to stand for re- election. Mr. Casey retired as an officer and director in January 2025 and is not standing for re-election, and Mr. Palladini was appointed to the Board on April 3, 2025 and is standing for re-election. The Board believes that each of the nominees is qualified to serve as a director of Carter's and, in addition to the skills listed in the table on page 4, certain key qualifications of each nominee that were considered by the Board follow each nominee’s biographical description. We believe that all nominees will be able and willing to serve if elected. However, if any nominee should become unable or unwilling to serve for any reason, proxies may be voted for another person nominated as a substitute by the Board, or the Board may reduce the number of directors.

  3. 2025 NOMINEES FOR DIRECTOR

    | WILLIAM J. MONTGORIS Non-Executive Chairman Director since 2007 Age: 78 Committee: •Nominating & Corporate Governance (Chair) Prior Public Company Directorships: •Stage Stores, Inc. (2004 to 2020, serving as Chair of Board from 2010 to 2020) | William J. Montgoris retired as Chief Operating Officer of The Bear Stearns Companies, Inc. (“Bear Stearns”) in 1999, a position he held since August 1993, after spending 20 years with the company. While at Bear Stearns, Mr. Montgoris also served as the company’s Chief Financial Officer from April 1987 until October 1996. Mr. Montgoris is a trustee of the Hackensack Meridian School of Medicine and a trustee emeritus of Colby College and St. John’s University. Director Qualifications: •Valuable perspectives and insights with respect to finance and accounting after spending over 20 years in the investment banking industry. His financial expertise provides our Board a deep understanding of financial and audit-related matters •Valuable insight with respect to the retail industry and the oversight of public companies |

  4. 2025 NOMINEES FOR DIRECTOR

    6

  5. 2025 NOMINEES FOR DIRECTOR

    | ROCHESTER ANDERSON, JR. Independent Director since 2022 Age: 63 Committee: •Compensation & Human Capital | Rochester Anderson, Jr. has over 30 years of human resources and operational experience at various public and private corporations, including more than 15 years of experience leading human resource organizations and more than 15 years of operational experience with public and private corporations and non-profit organizations. Mr. Anderson is currently Chief Human Resources Officer, Emory Healthcare, which he joined in September 2022. Previously, from February 2020 to September 2022, Mr. Anderson served as Chief Human Resources Officer of AutoNation, Inc., a publicly-traded company and the nation’s largest automobile dealer with over 21,000 associates, working in over 400 locations across 18 states. Mr. Anderson previously served as Senior Vice President, People Solutions for the Financial Industry Regulatory Authority, from May 2019 to February 2020, and served from 2006 to 2018 in various human resource focused and operational roles at Cox Automotive Inc., including serving as Chief Human Resources Officer and Executive Vice President from 2014 to 2018. Mr. Anderson’s experience focuses on human capital management, career development and training, operational management, and diversity and inclusion. Director Qualifications: •Significant human capital management, organizational improvement, compensation and benefits, and executive management experience •Valuable insights into workforce dynamics, diversity, equity and inclusion, and executive development •Substantial operational experience in retail and consumer- focused businesses |

  6. 2025 NOMINEES FOR DIRECTOR

    7

  7. 2025 NOMINEES FOR DIRECTOR

    | JEFFREY H. BLACK Independent Director since 2022 Age: 70 Committee: •Audit Other Public Company Directorships: •Otis Worldwide Corp. since 2020 (Chair, Audit Committee; Member, Nominations and Governance Committee) | Jeffrey H. Black served as Senior Partner and Vice Chairman of Deloitte LLP from 2002 to 2016 and as Partner-in-Charge of Arthur Andersen LLP’s Metro New York audit practice from 1988 to 2002. Mr. Black has 40 years of experience leading teams serving those firms’ largest and most complex global clients. Director Qualifications: •Significant accounting, financial reporting, and executive leadership experience, as well as valuable insights into risk and crisis management and oversight of publicly-traded, global businesses •Valuable experience in cyber and information governance oversight and has earned a Computer Emergency Readiness Team (“CERT”) Certificate in Cybersecurity Oversight issued by the CERT Division of the Software Engineering Institute at Carnegie Mellon University, as well as the National Association of Corporate Directors master course in Cybersecurity |

  8. 2025 NOMINEES FOR DIRECTOR

    | HALI BORENSTEIN Independent Director since 2019 Age: 40 Committee: •Business Transformation •Nominating & Corporate Governance | Hali Borenstein is the Chief Executive Officer of Reformation LLC, a women’s lifestyle brand focused on fashion and sustainability, a position she has held since June 2020. From December 2017 until June 2020, Ms. Borenstein was President of Reformation LLC, and from 2014 to 2017, Ms. Borenstein held various merchandising and design roles of increasing responsibility at Reformation LLC. Prior to joining Reformation LLC, Ms. Borenstein was a senior merchandiser at Gymboree Group, Inc., and began her career at Bain & Company. Director Qualifications: •Deep strategic and leadership experience in a consumer- focused retail apparel business •Valuable perspective and insight in eCommerce, brand marketing, sustainability, and retail businesses •Expansive expertise in apparel marketing and merchandising |

  9. 2025 NOMINEES FOR DIRECTOR

    8

  10. 2025 NOMINEES FOR DIRECTOR

    | LUIS BORGEN Independent Director since 2021 Age: 55 Committees: •Audit •Compensation & Human Capital Other Public Company Directorships: •Eastern Bankshares, Inc., since 2016 •Synopsys, Inc., since 2022 | Luis Borgen has over 25 years of finance and operational experience at various public and private equity-backed companies. He was the Chief Financial Officer of athenahealth, Inc., a healthcare technology company from 2019 to 2022. Prior to that, he was Chief Financial Officer for Vistaprint, an e- commerce company that produces marketing products for small and microcap businesses, from 2017 to 2019. Prior to that, he served from 2012 to 2017 as Chief Financial Officer for DAVIDsTEA Inc., a specialty tea retailer in the United States and Canada that became publicly-traded in 2015, and from 2010 to 2012 he served as Chief Financial Officer of DaVita Inc. (“DaVita”), a publicly traded healthcare provider. Prior to DaVita, Mr. Borgen spent 13 years at Staples, Inc. culminating in his role as Senior Vice President Finance and Chief Financial Officer for the U.S. Retail division. Mr. Borgen began his career as an officer in the U.S. Air Force. Director Qualifications: •Broad experience in finance, accounting, capital markets, investor relations, M&A and international expansion •Meaningful experience in the oversight of executive compensation, risk management, and corporate governance •Substantial operational experience in retail and consumer- focused businesses |

  11. 2025 NOMINEES FOR DIRECTOR

    9

  12. 2025 NOMINEES FOR DIRECTOR

    | JEVIN S. EAGLE Independent Director since 2010 Age: 58 Committee: •Compensation & Human Capital (Chair) | Jevin S. Eagle has served as Professor of the Practice, Strategy and Innovation, and Executive Director of Social Impact Initiatives for Boston University’s Questrom School of Business since September 2022, and as Chief Executive Officer of Boston University Hillel since 2017. Mr. Eagle served as Chief Executive Officer and director of DAVIDsTEA Inc., a specialty tea retailer in the United States and Canada, from April 2012 to April 2014. Mr. Eagle previously held several senior leadership positions at Staples, Inc. from 2002 to 2012, including Executive Vice President, Merchandising and Marketing. Prior to joining Staples, Inc., Mr. Eagle worked for McKinsey & Company, Inc. from 1994 to 2001, ultimately serving as a partner in the firm’s retail practice. Director Qualifications: •Broad experience in a number of areas as the former Chief Executive Officer and director of DAVIDsTEA Inc. and Executive Vice President, Merchandising and Marketing of Staples, Inc., including retail, management, merchandising, sourcing, strategic planning, and brand marketing •Valuable experience with developing strategies and programs for teaching social impact business education, including matters relating to environmental, social, and governance (“ESG” through his role as Professor and Executive Director of Social Impact Initiatives for Boston University's Questrom School of Business •Meaningful experience in business strategy and the retail industry provides our Board with critical insights |

  13. 2025 NOMINEES FOR DIRECTOR

    10

  14. 2025 NOMINEES FOR DIRECTOR

    | MARK P. HIPP Independent Director since 2018 Age: 63 Committees: •Audit •Compensation & Human Capital | Mark P. Hipp has been the Chief Executive Officer of H2IDD, an advisory firm focused on public and private mergers and acquisitions since January 2013. From November 2013 until April 2017, Mr. Hipp was the operating partner at Sterling Partners, a private equity firm. Prior to that, he spent over 28 years at Hewlett Packard Enterprise Company, most recently as Vice President & General Manager, HP Software and Global Networking Business Management. Director Qualifications: •Valuable perspective and insight with respect to issues relating to information technology, including cybersecurity and eCommerce, as well as global supply chain and logistics •Meaningful experience in strategic growth transactions including through investments, strategic relationships, and mergers and acquisitions |

  15. 2025 NOMINEES FOR DIRECTOR

    | DOUGLAS C. PALLADINI Director since 2025 Age: 58 | Douglas C. Palladini joined Carter’s on April 3, 2025 as Chief Executive Officer & President and a member of the Board. Mr. Palladini served as the founder and owner of Kickstand, LLC, a consulting and advisory business focused on brand and consumer strategy, from April 2022 until March 2025. Prior to founding Kickstand, LLC, from June 2004 to March 2022, Mr. Palladini served in various roles of increasing responsibility at Vans, a subsidiary of V.F. Corporation, culminating in his role as Global Brand President of Vans from July 2016 through March 2022. Director Qualifications: •Deep experience with growing brands and consumer- driven strategies, and expertise in creating global brand connections •Valuable perspective as an executive with decades of experience working in the retail and apparel industry and operating within multiple sales channels |

  16. 2025 NOMINEES FOR DIRECTOR

    11

  17. 2025 NOMINEES FOR DIRECTOR

    | STACEY S. RAUCH Independent Director since 2022 Age: 67 Committees: •Audit •Business Transformation •Nominating & Corporate Governance Other Public Company Directorships: •Heidrick & Struggles International, Inc. since 2019 Prior Public Company Directorships: •Ascena Retail Group (2017 to 2021) •Land Securities Group PLC (2012 to 2021) •Fiesta Restaurant Group, Inc. (2012 to 2023) (Chair from 2017 to 2023) | Stacey S. Rauch is a Senior Partner Emeritus of McKinsey & Company (“McKinsey”). Ms. Rauch was a leader in McKinsey’s Retail and Consumer Goods Practices, served as Head of the North American Retail and Apparel Practice, and as Global Retail Practice Convener. A 24-year veteran of McKinsey, Ms. Rauch led engagements for a wide range of retailers, apparel wholesalers, and consumer goods manufacturers in the U.S. and internationally. Ms. Rauch was a co-founder of McKinsey’s New Jersey office and was the first woman at McKinsey appointed as an industry practice leader. Since retiring from McKinsey, Ms. Rauch has served as a member or chair of various companies’ boards. Director Qualifications: •Strategic leadership expertise and deep experience in international business with a significant focus on the retail, apparel, and consumer goods industries •Meaningful experience in the oversight of executive compensation, corporate governance, and financial reporting |

  18. 2025 NOMINEES FOR DIRECTOR

    12

  19. 2025 NOMINEES FOR DIRECTOR

    | GRETCHEN W. SCHAR Independent Director since 2019 Age: 70 Committee: •Audit (Chair) •Business Transformation Other Public Company Directorships: •Cincinnati Financial Corp. since 2002 | Gretchen W. Schar served as Executive Vice President and Chief Financial and Administrative Officer of Arbonne International LLC, a beauty and nutritional products company, from 2011 until 2018 and from 2008 until 2011 served as Executive Vice President and Chief Financial Officer of philosophy, inc., an international prestige beauty brand. Prior to that, Ms. Schar spent over 30 years at The Procter & Gamble Company in finance, general management, and global operations roles of increasing responsibility. Director Qualifications: •Broad experience in finance, accounting, auditing and financial reporting, capital management, investor relations, and global operations •Meaningful experience with strategic growth, including mergers and acquisitions •Significant public company board oversight experience, including in financial and accounting controls, public company reporting, engagement with independent public accounting firms, corporate governance, and executive compensation |

  20. 2025 NOMINEES FOR DIRECTOR

    13

  21. 2025 NOMINEES FOR DIRECTOR

    | STEPHANIE P. STAHL Independent Director since 2022 Age: 58 Committees: •Business Transformation (Chair) •Compensation & Human Capital •Nominating & Corporate Governance Other Public Company Directorships: •Dollar Tree, Inc., since 2018 •Newell Brands, Inc., since 2023 •Edgewell Personal Care Company, since 2024 Prior Public Company Directorships: •Knoll, Inc. (2013 to 2021) | Stephanie P. Stahl is currently a Senior Advisor and Executive Coach at the Boston Consulting Group (since 2022), and is a former Global Marketing & Strategy Officer of Coach, Inc, where she served from 2012 through 2015. She is the Founder of her investment and advisory company Studio Pegasus LLC, which she launched in 2015 to focus on supporting early-stage consumer ventures. Ms. Stahl previously held executive positions at several leading retail and consumer products companies and served as a Partner at The Boston Consulting Group from 1992 until 2003. Director Qualifications: •Significant experience in the retail/consumer sector including experience developing, executing, and optimizing major change initiatives including fundamental business transformations, mergers and acquisitions, and post- merger integrations •Deep experience in marketing, data analytics, digital strategy, sustainability, brand building, and strategy •Meaningful experience in the oversight of corporate governance, investor engagement, and ESG |

  22. 2025 NOMINEES FOR DIRECTOR

    14

  23. PROPOSAL NUMBER ONE — ELECTION OF DIRECTORS

    PROPOSAL NUMBER ONE — ELECTION OF DIRECTORS The Board proposes that the following 11 director nominees be elected to the Board to serve until the next annual meeting in 2026, or until his or her earlier resignation, death, or removal. Each nominee is listed below, along with their age as of the date of the Annual Meeting. For more information about each of the director nominees, including individual biographies. Please see “Board of Directors and Corporate Governance Information—2025 Nominees for Director.”

  24. PROPOSAL NUMBER ONE — ELECTION OF DIRECTORS

    | Name | Age | | Rochester Anderson, Jr. | 63 | | Jeffrey H. Black | 70 | | Hali Borenstein | 40 | | Luis Borgen | 55 | | Jevin S. Eagle | 58 | | Mark P. Hipp | 63 | | William J. Montgoris | 78 | | Douglas C. Palladini | 58 | | Stacey S. Rauch | 67 | | Gretchen W. Schar | 70 | | Stephanie P. Stahl | 58 |

  25. The Board recommends a vote FOR the election of each of the director nominees listed

    The Board recommends a vote FOR the election of each of the director nominees listed above.

  26. COMPENSATION OF DIRECTORS

    COMPENSATION OF DIRECTORS When they are initially appointed to the Board, each of our non-management directors receives a one- time restricted stock grant, equal to the value of the annual retainer, that cliff vests after three years. Thereafter, each of our non-management directors receives an annual cash retainer and an annual stock award, and each of our committee chairpersons and our Non-Executive Chairman receives an additional annual retainer. Non-management directors also receive fees for each meeting they attend. For fiscal 2024, each director’s annual retainer was comprised of a cash payment of $90,000 (increased from $85,000 in 2023) and an immediately vested grant of our common stock valued at approximately $160,000. In addition to the annual retainer: •our Non-Executive Chairman received a $50,000 cash retainer (an increase from $40,000 in 2023) for his service as Lead Independent Director; •the chairpersons of our Audit Committee and our Business Transformation Committee received a $30,000 cash retainer and the chairpersons of our Compensation & Human Capital and Nominating & Corporate Governance Committees each received $25,000 cash retainers; and •each director received meeting fees of $2,500 for each regularly scheduled Board meeting, and $1,000 for each special meeting of the Board and regularly scheduled or special meeting of the standing Board committees. In connection with Mr. Casey's retirement from the Board and the appointment of Mr. Montgoris as Non- Executive Chairman in January 2025, Mr. Montgoris' annual cash retainer for service as Non-Executive Chairman was increased to $150,000 and Mr. Montgoris received an additional fee of $36,667 for his service as Non-Executive Chairman through the 2025 annual meeting. We also reimburse directors for travel expenses incurred in connection with attending Board and committee meetings and for other expenses incurred while conducting Company business. Mr. Casey received no additional compensation for serving on the Board. The following table provides information concerning the compensation of our non-management directors serving during fiscal 2024. 28

  27. FISCAL 2024 DIRECTOR COMPENSATION TABLE(a)

    FISCAL 2024 DIRECTOR COMPENSATION TABLE(a)

  28. FISCAL 2024 DIRECTOR COMPENSATION TABLE(a)

    | Name | Fees Earned or Paid in Cash ($) (b) | Stock Awards ($) (c) | Total ($) | | Rochester Anderson, Jr. | $122,000 | $160,006 | $282,006 | | Jeffrey H. Black | $119,000 | $160,006 | $279,006 | | Hali Borenstein | $123,000 | $160,006 | $283,006 | | Luis Borgen | $132,000 | $160,006 | $292,006 | | Jevin S. Eagle | $148,000 | $160,006 | $308,006 | | Mark P. Hipp | $133,000 | $160,006 | $293,006 | | William J. Montgoris | $191,000 | $160,006 | $351,006 | | Stacey S. Rauch | $135,000 | $160,006 | $295,006 | | Gretchen W. Schar | $158,000 | $160,006 | $318,006 | | Stephanie P. Stahl | $167,000 | $160,006 | $327,006 |

  29. FISCAL 2024 DIRECTOR COMPENSATION TABLE(a)

    (a)As a NEO and former management director, Mr. Casey’s compensation information is omitted from this table and presented in the Summary Compensation Table on page 53. (b)This column reports the amount of cash compensation earned in fiscal 2024 through annual cash retainers and meeting fees. (c)On May 16, 2024, we issued 2,293 fully vested shares of common stock to each non-management director who was a member of the Board on that date with a grant date fair value of $69.78 per share, computed in accordance with FASB ASC Topic 718. For complete beneficial ownership information of our common stock for each director, see the information presented below the heading “Securities Ownership of Beneficial Owners, Directors, and Executive Officers” on page 70. In November 2020, the Board approved a deferred compensation program for non-management directors, under which, beginning in 2021, directors may opt to defer cash retainer payments and stock grants in the form of deferred stock units until the fifth anniversary of the grant date or until the director leaves the Board. No directors deferred their cash retainer and/or stock grants for fiscal 2024. Under Carter’s minimum ownership guidelines, no director may sell Carter's stock unless he or she owns shares of Carter's stock with a total market value in excess of five times his or her annual cash retainer, or $450,000, by the end of his or her sixth year of service on the Board. Each of our directors complied with these ownership guidelines in fiscal 2024. There are no family relationships among any of the directors or our executive officers and none of our non-management directors performed any services for Carter's other than services as directors. 29

  30. COMPENSATION GOVERNANCE

    | What We Do: | What We Do Not Do | | •Align Pay with Carter’s Performance: A significant portion of our NEOs’ total direct compensation is linked to Carter's performance in the form of annual incentive compensation and long-term equity compensation tied to performance criteria. •Retain an Independent Compensation Consultant: The Committee retains an independent consultant to advise it on executive and director compensation matters and to help analyze comparative compensation data to confirm that the design and pay levels of our compensation program are consistent with market practices. •Utilize Stock Ownership Guidelines: We have minimum stock ownership guidelines for our executive officers to encourage them to maintain a meaningful equity interest in Carter's in order to align their interests with those of our shareholders. •Utilize Equity Retention Guidelines: Our equity retention policy for executive officers requires holding periods for time-based restricted stock and time-based stock option grants. •Have Double-Trigger Cash Severance Arrangements in the Event of a Change of Control: In the event of a change of control, our severance agreements with our NEOs provide for cash severance benefits to be paid only if there is a qualifying termination within a set period of time following the change of control. •Effective With Equity Grants in 2024, Our Equity Incentive Arrangements Included Double-Trigger Provisions and Mandatory Clawback Provisions: As disclosed further in this CD&A, effective February 15, 2024, Carter's amended its Equity Incentive Plan to include double-trigger change of control provisions, as well as mandatory clawback provisions consistent with the requirements of Rule 10D-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), related NYSE listing standards, and our Clawback policy. | •No Guaranteed Annual Salary Increases or Guaranteed Bonuses •No Re-Pricing of Stock Options •No Hedging, Pledging, or Short Sales of Company Stock •No Special Perquisites Provided to Our NEOs •No Equity Grants Below 100% Fair Market Value •No Annual Equity Grants or Trading During Closed Insider Trading Windows |

  31. COMPENSATION STRUCTURE AND DETERMINATION

    COMPENSATION STRUCTURE AND DETERMINATION Our compensation philosophy is to set our NEOs’ total direct compensation at levels that will attract, motivate, and retain superior executive talent in a highly competitive environment. Carter’s compensation program for our NEOs is designed to support these objectives and encourage strong financial performance on an annual and long-term basis by linking a significant portion of our NEOs’ total direct compensation to Company performance in the form of annual cash incentive compensation and long-term performance-based restricted stock awards. The principal components of the compensation structure for our NEOs are: •base salary; •annual cash incentive compensation; and •long-term equity incentive compensation. Together, we refer to these three components as “total direct compensation.”

  32. ANNUAL CASH INCENTIVE COMPENSATION

    ANNUAL CASH INCENTIVE COMPENSATION Carter’s makes annual cash incentive compensation (through the Carter's, Inc. Amended and Restated Annual Incentive Compensation Plan, the “Incentive Compensation Plan”) a significant component of our NEOs’ targeted total direct compensation in order to motivate our executive officers to meet and exceed Carter’s annual operating plans. For each NEO, the Committee approves target annual cash incentive compensation as a percentage of such NEO’s base salary. In establishing these annual cash incentive compensation targets, the Committee considers our NEOs’ potential total direct compensation in light of Carter’s compensation philosophy and comparative compensation data. The Committee has the discretion to reduce or not to award annual cash incentive compensation, even if Carter’s achieves its financial performance targets, and to take into account personal performance in determining the percentage of each NEO’s annual cash incentive compensation to be paid, if any. Furthermore, the Board has adopted a clawback policy, consistent with the requirements of Rule 10D-1 under the Exchange Act and the related NYSE listing standards (referred to in this proxy statement as the “clawback policy”), that requires an executive officer (as defined in the clawback policy) to repay or return erroneously awarded compensation in the event of an accounting restatement of previously-reported financial results.

  33. LONG-TERM EQUITY INCENTIVE COMPENSATION

    LONG-TERM EQUITY INCENTIVE COMPENSATION The Carter’s, Inc. Amended and Restated Equity Incentive Plan (the “Equity Incentive Plan”) allows for various types of equity awards, including stock options, restricted stock (both time and performance- based), restricted stock units (structured as deferred restricted stock), stock appreciation rights, and deferred stock. Awards under our Equity Incentive Plan are granted to recruit, motivate, and retain employees and in connection with promotions or increased responsibility. Historically, the Committee has awarded a combination of time and performance-based restricted stock and time-based restricted stock units (structured as deferred restricted stock), although it may choose to use other forms of equity awards in the future. All awards under our Equity Incentive Plan must be approved by the Committee. The Committee determines the type, timing, and amount of equity awards granted to each of our NEOs after considering their previous equity awards, base salary, and target annual cash incentive compensation in light of Carter’s compensation philosophy. The Committee also considers the comparative compensation data in our peer group and, as needed, a broader retail survey, and our desire to retain and motivate our NEOs and to align their goals with the long-term goals of our shareholders. The Committee’s practice is to approve equity grants at regularly scheduled meetings, but may also make equity grants at special meetings or by unanimous written consent, and could select a date subsequent to a regularly scheduled meeting on which to grant equity awards. The Committee does not take into account material non-public information when determining the timing or terms of equity awards, nor does Carter's time disclosure of material non-public information for the purpose of affecting the value of executive compensation. During fiscal 2024, the Company did not grant stock options (or similar awards) to any executive officer during any period beginning four business days before and ending one business day after the filing of any periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of any current report on Form 8-K that disclosed material non-public information. More broadly, the Company has not awarded stock options (or similar awards) since fiscal 2018. In considering the value of equity awards, we calculate the value of time-based and performance-based restricted stock awards using the closing price of our common stock on the date of grant. 41 Effective February 15, 2024, Carter's amended its Equity Incentive Plan to include double-trigger change of control provisions to more closely-align Carter's pay practices with market practice. Effective with equity award grants in fiscal 2024, the vesting of the awards will be accelerated if either (1) the surviving entity does not provide replacement awards that meet criteria as set forth in the amended Equity Plan or, if applicable, the award agreement (referred to as “qualifying replacement awards”), or (2) the surviving entity provides qualifying replacement awards, but there is a termination of employment for cause or resignation for good reason (as defined in the amended Equity Incentive Plan) within two years after the change in control. In addition, the Equity Incentive Plan was amended to include mandatory clawback provisions consistent with the requirements of Rule 10D-1 under the Exchange Act, related NYSE listing standards, and Carter’s clawback policy. Under the amended Equity Incentive Plan, and consistent with Carter’s clawback policy, the executive is required to repay or return erroneously awarded compensation in the event of an accounting restatement of previously-reported financial results. No other changes were made to the Equity Incentive Plan, including to the maximum number of shares that may be delivered under the Equity Incentive Plan.

  34. PEER GROUP ANALYSIS AND RETAIL SURVEY

    PEER GROUP ANALYSIS AND RETAIL SURVEY To assess the market competitiveness of our NEOs’ compensation, the Committee and management review data provided by Meridian from two sources: our peer group and, as needed, a broader retail survey. The Committee has established a peer group, which is generally comprised of companies in the retail or wholesale sectors which primarily conduct business in apparel or related accessories, sell products under multiple brands through retail stores and online, and have net sales generally between one-half and two times Carter's net sales. In setting fiscal 2024 compensation, our peer group was comprised of the following fifteen companies:

  35. PEER GROUP ANALYSIS AND RETAIL SURVEY

    | Abercrombie & Fitch Co. | Kontoor Brands, Inc. | | American Eagle Outfitters, Inc. | Levi Strauss & Co. | | The Children's Place, Inc. | Oxford Industries, Inc. | | Columbia Sportswear Company | Tapestry, Inc. | | G-III Apparel Group, Ltd. | Under Armour, Inc. | | Gildan Activewear, Inc. | Urban Outfitters, Inc. | | Guess?, Inc. | Victoria's Secret & Co. | | HanesBrands Inc. | |

  36. PEER GROUP ANALYSIS AND RETAIL SURVEY

    The Committee, with the advice of Meridian, also uses select information from a broader retail survey (that includes apparel and related products retailers or department stores which primarily sell apparel and related products) for executive compensation market assessment in order to supplement compensation data provided by the peer group analysis that may not be adequately represented in the data that is available from our peer group.

  37. 2024 ANNUAL CASH INCENTIVE COMPENSATION

    2024 ANNUAL CASH INCENTIVE COMPENSATION In February 2024, the Committee set the following fiscal 2024 annual cash incentive compensation targets for our NEOs: •150% of base salary for Mr. Casey; and •85% of base salary for Mr. Westenberger and Ms. Krugman based on each NEO’s responsibilities, expected contribution and market data. No fiscal 2024 annual cash incentive compensation target was set for Mr. Lynch, as he retired from Carter's in February 2024. Upon each of Ms. Peterson and Mr. Sagi joining Carter's in July 2024 and April 2024, respectively, the Committee set the fiscal 2024 annual cash incentive compensation target as 75% of each of their respective base salaries. In light of continued consumer trends and shifting customer demographics, management recommended, and the Committee approved, a 2024 annual cash incentive compensation structure that included two financial performance metrics and a strategic objectives component that included consumer-related objectives, as well as two financial performance metrics, as follows: •net sales (weighted at 50%); •operating income (weighted at 30%) (with attainment to be based on adjusted results as reported to shareholders); and •strategic objectives (weighted at 20%), which consisted of the following objectives (1) improve consumer perception of Carter's brand style and value; (2) improve U.S. retail traffic through 44 improved marketing effectiveness and new capabilities; and (3) demonstrate continued progress with multicultural consumer acquisition. The Committee selected net sales, operating income (as it may be adjusted and reported to shareholders), and strategic objectives as performance metrics because it believes these metrics are key measures that align with the interests of our shareholders, namely growth, profitability, and strategic objectives related to shifting consumer demographics and continued consumer trends. As described below, our NEOs could have earned from 0% to 200% of their target annual cash incentive compensation in fiscal 2024 based upon Carter’s achievement of net sales and operating income (as it may be adjusted) financial performance metrics and the strategic objectives metric. The payment grid for the 2024 annual incentive compensation program is set forth below.

  38. 2024 ANNUAL CASH INCENTIVE COMPENSATION — PERFORMANCE METRICS

    2024 ANNUAL CASH INCENTIVE COMPENSATION — PERFORMANCE METRICS

  39. 2024 ANNUAL CASH INCENTIVE COMPENSATION — PERFORMANCE METRICS

    | | Net Sales (50%) (in millions) | Adj. Operating Income (30%) (in millions)1 | Strategic Objectives (20%) | | 25% of Target (Threshold Performance) | $2,890 | $310 | N/A | | 100% of Target (Target Performance) | $3,000 | $345 | N/A | | 200% of Target (Maximum Performance) | $3,093 | $377 | N/A | | Fiscal 2024 Performance | $2,844 | $287.0 | N/A |

  40. 2024 ANNUAL CASH INCENTIVE COMPENSATION — PERFORMANCE METRICS

    1 See the Appendix to this Proxy Statement for a reconciliation of Adjusted Operating Income to its most directly comparable GAAP measure, Operating Income. In January 2025, the Committee determined that based on Carter's performance noted above, as well as the achievement of 25% of the strategic objectives, Carter's achieved an overall performance at 5% of Target, with the payouts to our NEOs as follows:

  41. 2024 ANNUAL CASH INCENTIVE COMPENSATION — PERFORMANCE METRICS

    | | Annual Cash Incentive Compensation Targets ($) | Annual Cash Incentive Compensation Actually Paid at 5% of Target ($) | | Richard F. Westenberger | $658,750 | $33,000 | | Kendra D. Krugman | $658,750 | $33,000 | | Allison M. Peterson1 | $272,774 | $13,700 | | Raghu R. Sagi2 | $304,521 | $15,300 | | Michael D. Casey | $2,010,000 | $100,500 | | Brian J. Lynch3 | $— | $— |

  42. 2024 ANNUAL CASH INCENTIVE COMPENSATION — PERFORMANCE METRICS

    1 Ms. Peterson joined Carter's in July 2024 and received a pro-rated bonus based on the number of days of service in 2024. 2 Mr. Sagi joined Carter's in April 2024 and received a pro-rated bonus based on the number of days of service in 2024. 3 Mr. Lynch retired from Carter's in February 2024 and did not receive any 2024 annual cash incentive compensation. 45

  43. 2024 LONG-TERM EQUITY INCENTIVE COMPENSATION

    2024 LONG-TERM EQUITY INCENTIVE COMPENSATION We provide long-term equity incentive awards to our NEOs to balance the short-term focus of the annual cash incentive program by tying a significant portion of total compensation to performance achieved by the Company over multi-year periods. The structure and design of our long-term equity incentive awards are designed to directly link the value of the awards granted to the NEOs with the Company’s long-term financial performance and increases in stockholder value.

  44. AWARD MIX

    AWARD MIX In fiscal 2024, the Committee approved a 50%/50% mix of annual time-based restricted stock grants (which vest over four years in 25% increments on the annual anniversary of the grant date) and two types of three year performance-based restricted stock grants (PSAs) for each NEO. These grants reflect our historical practice of awarding a combination of time-based and performance- based restricted stock to Carter’s NEOs.

  45. FISCAL 2024 LONG-TERM EQUITY INCENTIVE AWARD OPPORTUNITIES

    FISCAL 2024 LONG-TERM EQUITY INCENTIVE AWARD OPPORTUNITIES Each NEO's annual equity grant is determined based on her or his performance, market pay data, and considerations of the competitiveness of their overall compensation package. Based on these factors, for Fiscal 2024 the Committee determined to grant long-term equity incentive awards to the NEOs with the aggregate grant date fair value shown below.

  46. FISCAL 2024 LONG-TERM EQUITY INCENTIVE AWARD OPPORTUNITIES

    | NEO | 2024 Long-Term Equity Incentive Award1 | | Richard F. Westenberger | $1,609,960 | | Kendra D. Krugman | $1,609,960 | | Allison M. Peterson2 | $2,500,190 | | Raghu Sagi3 | $1,000,120 | | Michael D. Casey | $6,976,664 | | Brian J. Lynch4 | $— |

  47. FISCAL 2024 LONG-TERM EQUITY INCENTIVE AWARD OPPORTUNITIES

    1 Amounts assume target attainment of metrics under performance-based restricted stock awards. 2 In connection with Ms. Peterson joining Carter's in July 2024, Ms. Peterson received an award of time-based restricted stock that vests over four years in 25% increments on the annual anniversary of the grant date. 3 In connection with Mr. Sagi joining Carter's in April 2024, Mr. Sagi received an award of time-based restricted stock that vests over four years in 25% increments on the annual anniversary of the grant date. 4 Mr. Lynch retired from Carter's in February 2024 and did not receive any long-term equity incentive awards in 2024.

  48. PERFORMANCE-BASED RESTRICTED STOCK AWARD MEASUREMENT

    PERFORMANCE-BASED RESTRICTED STOCK AWARD MEASUREMENT The combined Company PSAs and relative total shareholder return (“relative TSR”) PSAs granted by the Committee in fiscal 2024 measure a mix of net sales growth, adjusted earnings per share (adjusted EPS) as reported to shareholders, and relative TSR over a three-year period from fiscal 2024 to fiscal 2026, as shown below. The Committee selected these metrics as they represent key areas of focus for Carter’s and align compensation with long-term shareholder value. 46

  49. PERFORMANCE-BASED RESTRICTED STOCK AWARD MEASUREMENT

    | Fiscal 2024 to 2026 PSA Metrics | Weighting | | Net Sales1 | 33% | | Adjusted EPS1 | 33% | | Relative TSR2 | 34% | | 1 Target performance for these metrics was set, at the time of grant, for the first year of the performance period, and the target performance for each of the following years (2025 and 2026) is based on a set rate of growth (included in the award agreement) in the actual performance for the prior year. For example, if the net sales target for 2024 was set at $2.8 billion, but actual performance for 2024 was $2.7 billion, the target net sales for 2025 would be based on a growth rate related to $2.7 billion in net sales. The Committee sought to set challenging goals for the fiscal 2024 net sales and adjusted EPS metrics. 2 Target performance was set at a three-year relative TSR that equals or exceeds the 50th percentile of a comparator group consisting of a selection of companies in the S&P 1500 Apparel, Accessories & Luxury Goods Index and the S&P 1500 Apparel Retail Index. | |

  50. PERFORMANCE-BASED RESTRICTED STOCK AWARD MEASUREMENT

    The number of PSAs earned will depend on Carter’s level of achievement with respect to each metric, ranging from 25% of target for performance at threshold to 200% of target for performance at maximum. No PSAs will be earned if performance falls below the threshold level of performance for all three metrics. If the performance level falls between threshold and target or between target and maximum, the level of payout is determined through linear interpolation. 47

  51. COMPLETED AND OUTSTANDING PERFORMANCE SHARE AWARD CYCLES

    COMPLETED AND OUTSTANDING PERFORMANCE SHARE AWARD CYCLES The final measurement period for the fiscal 2022 to fiscal 2024 PSA cycle was completed as of the end of fiscal 2024. A summary of the net sales and adjusted EPS metrics are below, and as indicated in the table, no payouts were attained for these PSAs.

  52. Fiscal 2022 to Fiscal 2024

    | PSA Metric | Threshold | Target | Maximum | Actual | Payout % | | Net Sales (50% weighting) (in millions) | •2022: $3,295 •2023: 1% growth in actual 2022 net sales •2024: 1% growth in actual 2023 net sales | •2022: $3,595 •2023: 3% growth in actual 2022 net sales •2024: 3% growth in actual 2023 net sales | •2022: $3,670 •2023: 5% growth in actual 2022 net sales •2024: 5% growth in actual 2023 net sales | •2022: $3,212 •2023: $2,946 •2024: $2,844 | 0% | | Adjusted EPS (50% weighting) | •2022: $7.50 •2023: 2% growth in actual 2022 adjusted EPS •2024: 2% growth in actual 2023 adjusted EPS | •2022: $9.02 •2023: 9% growth in actual 2022 adjusted EPS •2024: 9% growth in actual 2023 adjusted EPS | •2022: $9.21 •2023: 11% growth in actual 2022 adjusted EPS •2024: 11% growth in actual 2023 adjusted EPS | •2022: $6.90 •2023: $6.19 •2024: $5.81 | 0% | | Total Attainment | | | | | 0% |

  53. TIME-BASED RESTRICTED STOCK

    TIME-BASED RESTRICTED STOCK All of the time-based restricted stock awards granted to our NEOs in fiscal 2024: •are subject to the equity retention policy described below; •are contingent on the NEO’s continued employment with Carter's through each vesting date; and •vest in four equal annual installments on the first through fourth anniversaries of each grant date.

  54. RETIREMENT OF FORMER PRESIDENT & CONSULTING AGREEMENT

    RETIREMENT OF FORMER PRESIDENT & CONSULTING AGREEMENT In connection with Mr. Lynch's retirement in February 2024, the Company entered into a consulting agreement with Mr. Lynch pursuant to which Mr. Lynch served as a consultant to the Company following his retirement to assist with an orderly transition. The consulting agreement provides for, among other things: (i) a term of twelve months through the end of February 2025; and (ii) a consulting fee of $125,000 per month payable by the Company to Mr. Lynch for the consulting services provided to the Company during the period of the consulting agreement, which consulting services include consultations with executive officers and other management personnel of the Company related to the business of the Company and assistance with leadership transitions at the Company. In addition, pursuant to the terms of the outstanding award agreements governing Mr. Lynch's unvested performance-based restricted stock, Mr. Lynch received “retirement” treatment for those outstanding awards upon his retirement in February 2024. This treatment resulted in pro-rated vesting of his performance-based restricted stock (calculated based on the number of days he worked at the Company from the grant date through the retirement date) subject to the achievement, by the Company, of the performance metrics under the applicable award agreements.

  55. AGREEMENT

    AGREEMENT In connection with Mr. Casey's retirement in February 2025, Carter’s and Mr. Casey entered into a Retirement Agreement and Release, dated February 20, 2025. Under the Retirement Agreement and Release, Mr. Casey received accelerated vesting of his outstanding unvested time-based restricted stock awards and pro-rated vesting of his PSAs issued in 2023 and 2024 (subject to the attainment of the performance metrics under those awards).

  56. APPOINTMENT OF INTERIM CHIEF EXECUTIVE OFFICER

    APPOINTMENT OF INTERIM CHIEF EXECUTIVE OFFICER In connection with Mr. Casey's retirement as Chairman and Chief Executive Officer, the Board appointed Richard F. Westenberger as Interim Chief Executive Officer, effective January 5, 2025. Mr. Westenberger’s appointment ended on April 3, 2025 in connection with the appointment of Douglas C. Palladini as Chief Executive Officer & President. Mr. Westenberger is continuing to serve in his role as Senior Executive Vice President, Chief Financial Officer & Chief Operating Officer. In his capacity as Interim CEO, Mr. Westenberger received a monthly cash stipend of $110,000, and also received restricted stock awards in an amount of $300,000 pursuant to the Company’s Amended and Restated Equity Incentive Plan on a quarterly basis (the “Westenberger Awards”), each vesting within one year of the grant date of the relevant Westenberger Award. The Westenberger Awards will be immediately vested in the event that Mr. Westenberger is terminated without cause or resigns for good reason prior to the applicable vesting date, or in the event of his death or disability prior to the vesting date.

  57. APPOINTMENT OF CHIEF EXECUTIVE OFFICER & PRESIDENT

    APPOINTMENT OF CHIEF EXECUTIVE OFFICER & PRESIDENT On March 26, 2025, the Company announced that the Board approved the appointment of Douglas C. Palladini as Chief Executive Officer and President of the Company and a member of the Board, effective April 3, 2025 (the “Effective Date”). On the Effective Date, Richard F. Westenberger, who was serving as the Company’s Interim Chief Executive Officer, ceased to serve in that capacity but is continuing with the Company as its Senior Executive Vice President, Chief Financial Officer & Chief Operating Officer. 50 In connection with Mr. Palladini’s appointment, Mr. Palladini and the Company executed an offer letter on March 21, 2025 (the “Offer Letter”). Pursuant to the Offer Letter, during Mr. Palladini’s employment with the Company, he will receive an initial base salary of $1,200,000 per year, and an annual cash incentive opportunity at target of 150%, which will be prorated for fiscal year 2025. Commencing in the Company’s fiscal year 2026, Mr. Palladini will be eligible to receive annual equity awards with a target value of $5,500,000, pursuant to the terms of the Company’s shareholder-approved equity plan. Pursuant to the Offer Letter, on April 3, 2025, Mr. Palladini received a $7,000,000 sign-on equity grant, with 50% of the grant in the form of time-based restricted stock and 50% in the form of performance-based restricted stock. The time-based restricted stock vests in four equal increments over a four-year period on each of the anniversaries of the grant date. The performance-based restricted stock will be earned upon achieving share price hurdles for 20 consecutive trading days over a three-year performance period, starting on the award grant date (April 3, 2025) and ending on the third anniversary of the award grant date (April 3, 2028). These share price hurdles are based on the closing price of stock on the grant date, using the following growth rates: •1/3 at 30% growth; •1/3 at 60% growth; •1/3 at 90% growth. The growth objectives may be achieved at any time over the three-year period, and the corresponding number of shares earned, but the shares will not vest until the end of the three-year period. Mr. Palladini is expected to enter into the Company’s previously disclosed Severance Agreement and participate in the employee benefit plans and programs provided by the Company to other senior executives. Mr. Palladini will be covered by any Company directors and officers insurance policies. Mr. Palladini will also be subject to the Company’s restrictive covenants included in the Severance Agreement, which include restrictions relating to non-competition and non-solicitation for 24 months after the termination date and protection of confidential information.

  58. SEVERANCE AGREEMENTS WITH NEOS

    SEVERANCE AGREEMENTS WITH NEOS Each of our NEOs has a severance agreement with Carter’s. In the event that an NEO is terminated by Carter’s for any reason, the NEO or his or her estate will be provided: (a) the NEO’s base salary earned but not paid during the final payroll period, (b) pay for any vacation time earned but not used through the separation date, and (c) any business expenses incurred by the NEO but unreimbursed on the separation date. If an NEO is terminated without “cause,” or an NEO terminates their employment for “good reason” (with “cause” and “good reason” defined in each NEO’s respective severance agreement and summarized below), the Company will be obligated to pay such NEO’s base salary for 12 months in the cases of Messrs. Westenberger and Sagi and Mses. Krugman and Peterson. In each case, base salary will be paid in bi- weekly installments. The Company is also obligated to pay each NEO a pro-rated annual cash incentive compensation amount that would have been earned by each such executive if he or she had been employed at the end of the year in which his or her employment was terminated. The determination of whether annual cash incentive compensation is payable to the NEO will not take into account any individual performance goals and shall be based solely on the extent to which Company performance goals have been met. 51 Further, the Company is obligated to pay the Company’s contribution to the medical and dental benefits for Messrs. Westenberger and Sagi and Mses. Krugman and Peterson, until the earlier of (i) 12 months following his or her separation date, (ii) the date the NEO becomes eligible for coverage under the health and/or dental plans of another employer, or (iii) the date the NEO otherwise ceases to be eligible to continue participation in the Company’s health and dental plans under COBRA. Additionally, the Company is obligated to pay the Company’s contribution to the life insurance benefits for 12 months in the case of Messrs. Westenberger and Sagi and Mses. Krugman and Peterson. The payment of severance is contingent on the NEO (a) executing an effective release of claims, and (b) complying with post- termination obligations including confidentiality, noncompetition, and non-solicitation covenants. In the event that, within two years following a “change of control” (with “change of control” defined in each executive’s severance agreement) the Company terminates the NEO’s employment, other than for “cause” or such executive terminates his or her employment for “good reason,” the Company shall pay such NEO’s the following severance benefits in addition to the severance benefits in the preceding paragraph: (a) base salary for an additional 12 months for all NEOs, (b) the Company’s contribution to the medical and dental benefits, if following the expiration of the 12-month anniversary of such termination, the NEO has not yet become eligible for coverage under the health and/or dental plans of another employer, then for an additional 6-month period thereafter (or, if earlier, until the date the NEO becomes eligible for coverage under the health and/or dental plans of another employer), and (c) the Company’s contribution to the life insurance benefits, for an additional 12 months in the case of all NEOs. In the event of a “change of control” of the Company: (1) for all unvested stock options and all unvested shares of restricted stock (both time and performance-based) held by the NEO that were awarded prior to February 15, 2024, such awards will fully vest; and (2) for all unvested equity awards made on or after February 15, 2024, such awards will fully vest if there is a qualifying termination of employment within two years after the change in control or if the surviving entity does not provide qualifying replacement awards. Under the severance agreements with each of our NEOs, “cause” is generally deemed to exist when such NEO has: (a) been convicted of a felony or entered a plea of guilty or no contest to a felony; (b) committed fraud or other act involving dishonesty for personal gain which is materially injurious to the Company; (c) materially breached his obligations of confidentiality, intellectual property assignment, non-competition, non-solicitation, or non-disparagement against the Company after a cure period, provided such breach by its nature was curable; (d) willfully engaged in gross misconduct which is injurious to the Company; or (e) after a cure period, willfully refused to substantially perform his or her duties or is grossly negligent in performance of such duties. Under the agreements with our NEOs, “good reason” is generally deemed to exist when there is: (a) a material reduction in the executive’s title, duties, or responsibilities; (b) a material change in the geographic location at which the executive must perform services; or (c) a material breach of the executive’s agreement by the Company, provided the NEO complies with the written notice requirements and the cure period provided to Carter's. See “Potential Payments Upon Termination or Change of Control” below for a discussion and presentation of amounts our NEOs may be entitled to in the event of their termination, including following a change in control. 52

  59. FISCAL 2024 SUMMARY COMPENSATION TABLE*

    FISCAL 2024 SUMMARY COMPENSATION TABLE* The table below provides information concerning the compensation of our NEOs.

  60. FISCAL 2024 SUMMARY COMPENSATION TABLE*

    | Name and Principal Position | Fiscal Year | Salary ($) (a) | Bonus ($) (b) | Stock Awards ($) (c) | Non-Equity Incentive Plan Compensation ($) (d) | All Other Compensation ($) (e) | Total ($) | | Richard F. Westenberger | 2024 | $763,462 | $— | $1,609,960 | $33,000 | $176,496 | $2,582,918 | | Senior Executive Vice President, | 2023 | $704,615 | $— | $1,550,520 | $471,900 | $169,734 | $2,896,769 | | Chief Financial Officer & Chief Operating Officer, former Interim Chief Executive Officer | 2022 | $674,615 | $128,500 | $1,250,166 | $— | $125,585 | $2,178,866 | | Kendra D. Krugman | 2024 | $760,577 | $— | $1,609,960 | $33,000 | $180,810 | $2,584,347 | | Senior Executive Vice President, | 2023 | $683,846 | $— | $1,800,489 | $462,000 | $149,459 | $3,095,794 | | Chief Creative & Growth Officer | 2022 | $609,231 | $118,200 | $1,000,862 | $— | $97,229 | $1,825,522 | | Allison M. Peterson | 2024 | $346,154 | $— | $2,500,190 | $13,700 | $224,104 | $3,084,148 | | Executive Vice President, | 2023 | $— | $— | $— | $— | $— | $— | | Chief Retail & Digital Officer | 2022 | $— | $— | $— | $— | $— | $— | | Raghu R. Sagi | 2024 | $392,308 | $— | $1,000,120 | $15,300 | $43,479 | $1,451,207 | | Executive Vice President, | 2023 | $— | $— | $— | $— | $— | $— | | Chief Information & Technology Officer | 2022 | $— | $— | $— | $— | $— | $— | | Michael D. Casey | 2024 | $1,326,154 | $— | $6,976,664 | $100,500 | $743,451 | $9,146,769 | | Former Chairman, | 2023 | $1,282,692 | $— | $6,500,098 | $1,716,000 | $589,342 | $10,088,133 | | Chief Executive Officer & President | 2022 | $1,192,885 | $468,800 | $6,500,136 | $— | $444,933 | $8,606,754 | | Brian J. Lynch | 2024 | $169,231 | $— | $— | $— | $1,340,089 | $1,509,320 | | Former President & | 2023 | $867,885 | $— | $2,500,266 | $774,400 | $241,106 | $4,383,656 | | Chief Operating Officer | 2022 | $831,154 | $211,300 | $2,000,266 | $— | $165,949 | $3,208,669 |

  61. FISCAL 2024 SUMMARY COMPENSATION TABLE*

    * Amounts in rows may not add exactly to the total due to rounding. (a)Base salary for each NEO was based on a 364-day fiscal year for fiscal years 2024, 2023 and 2022. (b)Reflects the discretionary bonus that was awarded in 2023 based on fiscal 2022 performance, in light of the challenges faced by the Company due to the COVID-19 pandemic, inflationary impact on consumers, and responses to other challenges in the Company’s business including supply chain disruptions. (c)The amounts disclosed in this column represent the total grant date fair value for the following grants computed in accordance with FASB ASC Topic 718: ◦The time-based restricted stock granted in 2024, 2023, and 2022 vest in four equal, annual installments beginning one year from the date of the grant, except for a special restricted stock award granted to Ms. Krugman (in connection with her promotion in 2023) that includes a portion that cliff vests on the third anniversary of the date of grant. ◦Vesting of the performance-based restricted stock granted in fiscal 2024 is contingent upon meeting specific performance targets for each of the three fiscal years 2024, 2025, and 2026, individually, and vest, as and to the extent performance criteria are met, in 2027 following completion of fiscal 2026. For 2024, 34% of the total award of performance-based restricted shares included a relative TSR component (the “Market-Based Restricted Shares”).

  62. FISCAL 2024 SUMMARY COMPENSATION TABLE*

    | Name | Grant Date | Time-Based Restricted Shares – 4 Year Vest | Time-Based Restricted Shares – 3 Year Cliff Vest | Performance - Based Restricted Shares | Market- Based Restricted Shares | Grant Date Fair Value per Share | | Richard F. Westenberger | 2/28/2024 | 9,152 | — | 6,040 | — | $81.95 | | | 2/28/2024 | — | — | — | 3,112 | $117.28 | | | 2/27/2023 | 10,468 | — | 10,468 | — | $74.06 | | | 2/16/2022 | 6,860 | — | 6,860 | — | $91.12 | | Kendra D. Krugman | 2/28/2024 | 9,152 | — | 6,040 | — | $81.95 | | | 2/28/2024 | — | — | — | 3,112 | $117.28 | | | 2/27/2023 | 5,404 | — | 5,404 | — | $74.06 | | | 3/21/2023 | — | 14,022 | — | — | $71.32 | | | 2/16/2022 | 5,492 | — | 5,492 | — | $91.12 | | Allison M. Peterson | 8/9/2024 | 39,920 | — | — | — | $62.63 | | | 2/27/2023 | — | — | — | — | $74.06 | | | 2/16/2022 | — | — | — | — | $91.12 | | Raghu R. Sagi | 5/10/2024 | 14,484 | — | — | — | $69.05 |

  63. FISCAL 2024 SUMMARY COMPENSATION TABLE*

    54

  64. FISCAL 2024 SUMMARY COMPENSATION TABLE*

    | | 2/27/2023 | — | — | — | — | $74.06 | | | 2/16/2022 | — | — | — | — | $91.12 | | Michael D. Casey | 2/28/2024 | 39,660 | — | 26,176 | — | $81.95 | | | 2/28/2024 | — | — | — | 13,484 | $117.28 | | | 2/27/2023 | 43,884 | — | 43,884 | — | $74.06 | | | 2/16/2022 | 35,668 | — | 35,668 | — | $91.12 | | Brian J. Lynch | 2/28/2024 | — | — | — | — | $81.95 | | | 2/28/2024 | — | — | — | — | $117.28 | | | 2/27/2023 | 16,880 | — | 16,880 | — | $74.06 | | | 2/16/2022 | 10,976 | — | 10,976 | — | $91.12 | | (d) Reflects dollar value of all compensation earned in fiscal 2024, 2023, and 2022 pursuant to the Incentive Compensation Plan, including all annual cash incentive compensation. | | | | | | | | (e) The amounts shown as “All Other Compensation” for fiscal 2024 consist of the following: | | | | | | |

  65. FISCAL 2024 SUMMARY COMPENSATION TABLE*

    | Name | 401 (k) Company Match | Dividends Paid on Unvested Restricted Stock | Other (i) | Total | | Richard F. Westenberger | $13,800 | $159,098 | $3,599 | $176,497 | | Kendra D. Krugman | $13,800 | $164,762 | $2,249 | $180,811 | | Allison M. Peterson | $8,077 | $63,872 | $152,155 | $224,104 | | Raghu R. Sagi | $7,385 | $34,762 | $1,333 | $43,480 | | Michael D. Casey | $13,800 | $723,818 | $5,834 | $743,452 | | Brian J. Lynch | $— | $89,139 | $1,250,950 | $1,340,089 |

  66. FISCAL 2024 SUMMARY COMPENSATION TABLE*

    (i)These amounts include imputed income from health and life insurance contributions, imputed income from bring-your-own technology to work programs, and benefits from healthcare programs, each of which are available to all employees, as well as: (1) $136,151 in relocation benefits for Ms. Peterson and (2) $1,250,000 in consulting fees for Mr. Lynch. 55

  67. FISCAL 2024 GRANTS OF PLAN-BASED AWARDS

    FISCAL 2024 GRANTS OF PLAN-BASED AWARDS The following table provides information concerning each grant of plan-based awards made to an NEO in fiscal 2024. This includes incentive compensation awards granted under our Incentive Compensation Plan and restricted stock awards granted under our Equity Incentive Plan. The threshold, target, and maximum columns reflect the range of estimated payouts under these plans for fiscal 2024. The last column reports the aggregate grant date fair value of all awards made in fiscal 2024 as if they were fully vested on the grant date, computed in accordance with FASB ASC Topic 718.

  68. FISCAL 2024 GRANTS OF PLAN-BASED AWARDS

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (a) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | Grant Date Fair Value of Stock and Option Name Awards | | Name | Award Type | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | Richard F. Westenberger | Cash Incentive Compensation | — | $164,688 | $658,750 | $988,125 | — | — | — | $— | | | Shares (b) | 2/28/2024 | — | — | — | — | 9,152 | 9,152 | $750,006 | | | Shares (c) | 2/28/2024 | — | — | — | 1,510 | 6,040 | 12,080 | $494,978 | | | Shares (d) | 2/28/2024 | — | — | — | 778 | 3,112 | 6,224 | $364,975 | | Kendra D. Krugman | Cash Incentive Compensation | — | $164,688 | $658,750 | $988,125 | — | — | — | $— | | | Shares (b) | 2/28/2024 | — | — | — | — | 9,152 | 9,152 | $750,006 | | | Shares (c) | 2/28/2024 | — | — | — | 1,510 | 6,040 | 12,080 | $494,978 | | | Shares (d) | 2/28/2024 | — | — | — | 778 | 3,112 | 6,224 | $364,975 | | Allison M. Peterson | Cash Incentive Compensation | — | $68,193 | $272,774 | $409,161 | — | — | — | $— | | | Shares (b) | 8/9/2024 | — | — | — | — | 39,920 | 39,920 | $2,500,190 | | Raghu R. Sagi | Cash Incentive Compensation | — | $76,130 | $304,452 | $456,781 | — | — | — | $— | | | Shares (b) | 5/10/2024 | $— | $— | $— | — | 14,484 | 14,484 | $1,000,120 | | Michael D Casey. | Cash Incentive Compensation | — | $502,500 | $2,010,000 | $3,015,000 | — | — | — | $— | | | Shares (b) | 2/28/2024 | — | — | — | — | 39,660 | 39,660 | $3,250,137 | | | Shares (c) | 2/28/2024 | — | — | — | 6,544 | 26,176 | 52,352 | $2,145,123 | | | Shares (d) | 2/28/2024 | — | — | — | 3,371 | 13,484 | 26,968 | $1,581,404 | | Brian J. Lynch | Cash Incentive Compensation | — | $— | $— | $— | — | — | — | $— | | | Shares (b) | 2/28/2024 | — | — | | — | — | — | $— | | | Shares (c) | 2/28/2024 | — | — | | — | — | — | $— | | | Shares (d) | 2/28/2024 | — | — | — | — | — | — | $— |

  69. FISCAL 2024 GRANTS OF PLAN-BASED AWARDS

    (a)The amounts shown under the “Threshold” column represent 25% of the target cash incentive compensation, assuming threshold-level performance is achieved under the financial performance measures and strategic objectives component. The amounts shown under the “Target” column represent 100% of the target cash incentive compensation, assuming target-level performance is achieved under the financial performance measures and strategic objectives component. The amounts shown under the “Maximum” column represent 150% of the target cash incentive compensation, assuming maximum-level performance is achieved under the financial performance measures and the strategic objectives component. The Company achieved 5% of "Target" for 2024. (b)Shares of time-based restricted stock were granted pursuant to the Equity Incentive Plan. These restricted shares vest ratably in four equal, annual installments beginning one year from the date of the grant. (c)Shares of performance-based restricted stock were granted pursuant to the Equity Incentive Plan. The amounts shown under the “Threshold” column represent 25% of the target grant award, assuming threshold-level performance is achieved under the performance vesting criteria in each of the fiscal years 2024, 2025, and 2026. The amounts shown under the “Target” column represent 100% of the target grant award, assuming target-level performance is achieved under the performance vesting criteria in each of the fiscal years 2024, 2025, and 2026. The amounts shown under the “Maximum” column represent 200% of the target grant award, assuming maximum-level performance is achieved under the performance vesting criteria in each of the fiscal years 2024, 2025, and 2026. Additional shares above Target performance, if any, will be issued following completion of the performance period and determination by the Compensation and Human Capital Committee that the additional shares above Target were earned. Shares above Target have not been issued and do not carry voting rights or rights to receive dividends. The dollar amounts under the “Grant Date Fair Value of Stock and Option Awards” are calculated based on the number of awards reported under the “Target” column. (d)Market-based restricted shares were granted pursuant to the Equity Incentive Plan. The amounts shown under the “Threshold” column represent 25% of the target grant award, assuming threshold-level performance is achieved under the relative TSR vesting criteria in each of the fiscal years 2024, 2025, and 2026. The amounts shown under the “Target” column represent 100% of the target grant award, assuming target-level performance is achieved under the relative TSR vesting criteria in each of the fiscal years 2024, 2025, and 2026. The amounts shown under the “Maximum” column represent 200% of the target grant award, assuming maximum-level attainment under the relative TSR vesting criteria in each of the fiscal years 2024, 2025, and 2026. Additional 56 shares above Target performance, if any, will be issued following completion of the performance period and determination by the Compensation and Human Capital Committee that the additional shares above Target were earned. Shares above Target have not been issued and do not carry voting rights or rights to receive dividends. The dollar amounts under the “Grant Date Fair Value of Stock and Option Awards” are calculated based on the number of awards reported under the “Target” column. 57

  70. OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END The following table provides information regarding unexercised stock options, stock that has not yet vested, and equity incentive plan awards for each NEO outstanding as of the end of fiscal 2024. Each outstanding award is represented by a separate row that indicates the number of securities underlying the award.

  71. OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END

    | | Options Awards | | | | | Stock Awards | | | Name | Number of Securities Underlying Unexercised Options (#) (Exercisable) | Number of Securities Underlying Unexercised Options (#) (Unexercisable) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (a) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (b) | | Richard F. Westenberger | 5,048 | — | — | $120.25 | 2/21/2028 | | | | | 7,000 | — | — | $83.84 | 2/14/2027 | | | | | 5,220 | — | — | $90.66 | 2/16/2026 | | | | | 3,400 | — | — | $82.40 | 2/18/2025 | | | | | | | | | | 49,718 | $2,706,151 | | Kendra D. Krugman | 1,508 | — | — | $120.25 | 2/21/2028 | | | | | 1,508 | — | — | $120.25 | 2/21/2028 | | | | | 2,068 | — | — | $83.84 | 2/14/2027 | | | | | 1,404 | — | — | $83.84 | 2/14/2027 | | | | | 2,260 | — | — | $98.98 | 8/17/2026 | | | | | 960 | — | — | $90.66 | 2/16/2026 | | | | | 960 | — | — | $90.66 | 2/16/2026 | | | | | 2,360 | — | — | $86.88 | 11/11/202 5 | | | | | 1,200 | — | — | $82.40 | 2/18/2025 | | | | | 400 | — | — | $82.40 | 2/18/2025 | | | | | | | | | | 51,488 | $2,802,492 | | Allison M. Peterson | — | — | — | $— | — | | | | | | | | | | 39,920 | $2,172,846 | | Raghu R. Sagi | — | — | — | $— | — | | | | | | | | | | 14,484 | $788,364 | | Michael D. Casey | 49,268 | — | — | $120.25 | 2/21/2028 | | | | | 69,000 | — | — | $83.84 | 2/14/2027 | | | | | 44,500 | — | — | $90.66 | 2/16/2026 | | | | | 28,000 | — | — | $82.40 | 2/18/2025 | | | | | | | | | | 226,193 | $12,311,685 | | Brian J. Lynch | — | — | — | 120.25 | 2/21/2028 | | | | | — | — | — | $120.25 | 2/14/2027 | | | | | — | — | — | $83.84 | 2/16/2026 | | | | | — | — | — | $83.84 | 2/18/2025 | | | | | | | | | | 27,856 | $1,516,202 |

  72. OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END

    [See next page for footnotes to table] 58 (a)Equity Incentive Plan awards relate to the following grants:

  73. OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END

    | Name | Grant Date | Time-Based Restricted Shares – 4 Year Vest # | Time-Based Restricted Shares – 3 Year Cliff Vest # | Performance- Based Restricted Shares | Market- Based Restricted Shares | Grant Date Fair Value per Share | | Richard F. Westenberger | 2/28/2024 | 9,152 | — | 6,040 | — | $81.95 | | | 2/28/2024 | — | — | — | 3,112 | $117.28 | | | 2/27/2023 | 7,851 | — | 10,468 | — | $74.06 | | | 2/16/2022 | 3,430 | — | 6,860 | — | $91.12 | | | 2/10/2021 | 2,805 | — | — | — | $98.05 | | Kendra D. Krugman | 2/28/2024 | 9,152 | — | 6,040 | — | $81.95 | | | 2/28/2024 | — | — | — | 3,112 | $117.28 | | | 2/27/2023 | 4,053 | — | 5,404 | — | $74.06 | | | 3/21/2023 | — | 14,022 | — | — | $71.32 | | | 2/16/2022 | 2,746 | — | 5,492 | — | $91.12 | | | 2/10/2021 | 1,467 | — | — | — | $98.05 | | Allison M. Peterson | 8/9/2024 | 39,920 | — | — | — | $62.63 | | Raghu R. Sagi | 5/10/2024 | 14,484 | | | | $69.05 | | Michael D. Casey | 2/28/2024 | 39,660 | — | 26,176 | — | $81.95 | | | 2/28/2024 | — | — | — | 13,484 | $117.28 | | | 2/27/2023 | 32,913 | — | 43,884 | — | $74.06 | | | 2/16/2022 | 17,834 | — | 35,668 | — | $91.12 | | | 2/10/2021 | 16,574 | — | — | — | $98.05 | | Brian J. Lynch | 2/28/2024 | — | — | — | — | $81.95 | | | 2/28/2024 | — | — | — | — | $117.28 | | | 2/27/2023 | — | — | 16,880 | — | $74.06 | | | 2/16/2022 | — | — | 10,976 | — | $91.12 | | | 2/10/2021 | — | — | — | — | $98.05 |

  74. OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END

    (b) Amount based on the closing market price per share of the Company’s common stock as traded on the NYSE on December 27, 2024, the last trading day of fiscal 2024, of $54.43. 59

  75. OPTION EXERCISES AND STOCK VESTED IN FISCAL 2024

    OPTION EXERCISES AND STOCK VESTED IN FISCAL 2024 The following table provides information concerning our NEOs’ exercises of stock options and vesting of restricted stock (both time and performance-based) during fiscal 2024. The table reports, on an aggregate basis, the number of securities acquired upon exercise of stock options, the dollar value realized upon exercise of stock options, the number of shares of restricted stock that have vested, and the dollar value realized upon the vesting of restricted stock.

  76. OPTION EXERCISES AND STOCK VESTED IN FISCAL 2024

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) (a) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) (b) | | Richard F. Westenberger | — | $— | 19,604 | $1,591,388 | | Kendra D. Krugman | — | $— | 15,043 | $1,221,402 | | Allison M. Peterson | — | $— | — | $— | | Raghu R. Sagi | — | $— | — | $— | | Michael D. Casey | — | $— | 43,259 | $3,511,595 | | Brian J. Lynch | — | $— | 25,012 | $2,029,844 |

  77. OPTION EXERCISES AND STOCK VESTED IN FISCAL 2024

    (a)Aggregate dollar amount was calculated by multiplying the number of shares acquired by the difference between the market price of the underlying securities at the time of exercise and the exercise price of the stock options. (b) Aggregate dollar amount was calculated by multiplying the number of shares acquired on vesting by the closing market price of the Company’s common stock as traded on the NYSE on the date of vesting. 60

  78. NONQUALIFIED DEFERRED COMPENSATION

    NONQUALIFIED DEFERRED COMPENSATION Eligible employees, including our NEOs, may elect annually to defer a portion of their base salary and annual cash incentive compensation under The William Carter Company Deferred Compensation Plan (the “Deferred Compensation Plan”). Under this plan, participants can defer up to 75% of their salary and/or 90% of their cash bonus. At the option of the participant, these amounts may be deferred to a specific date at least two years from the last day of the year in which deferrals are credited into the participant’s account. Interest on deferred amounts is credited to the participant’s account based upon the earnings and losses of one or more of the investments selected by the participant from the various investment alternatives available under the Deferred Compensation Plan. At the time of deferral, a participant must indicate whether he or she wishes to receive the amount deferred in either a lump sum or in substantially equal annual installments over a period of up to five years for “Specified Date” accounts or up to ten years for “Retirement” accounts. If a participant who is an employee of the Company separates from service prior to the elected commencement date for distributions and has not attained age 62, or age 55 and completed ten years of service, then the deferred amounts will be distributed as a lump sum, regardless of the method of distribution originally elected by the participant. If the participant in question has attained age 62, or age 55 with ten years of service and has previously elected to do so on a timely basis, then the participant may receive the amounts in substantially equal annual installments over a period of up to ten years. There is a six-month delay in the commencement of distributions for all participants, if triggered by the participant’s termination or retirement. Changes to deferral elections with respect to previously deferred amounts are permitted only under the limited terms and conditions specified in the Code and early withdrawals from deferred accounts are permitted only in extreme cases, such as unforeseen financial hardship resulting from an illness or accident of the participant that is demonstrated to the Company’s Retirement Committee.

  79. NONQUALIFIED DEFERRED COMPENSATION

    | Name | Employee Contributions in 2024 (a) | Company Contributions in 2024 | Aggregate Earnings in 2024 (b) | Aggregate Withdrawals or Distributions | Aggregate Balance at End of 2024 (c) | | Richard F. Westenberger | $7,592 | $— | $33,283 | $— | $334,552 | | Kendra D. Krugman | $— | $— | $— | $— | $— | | Allison M. Peterson | $— | $— | $— | $— | $— | | Raghu R. Sagi | $150,000 | $— | $3,519 | $— | $153,519 | | Michael D. Casey | $— | $— | $— | $— | $— | | Brian J. Lynch | $— | $— | $365,304 | $— | $3,018,859 |

  80. NONQUALIFIED DEFERRED COMPENSATION

    (a)All of the amounts reported in this column for Ms. Wilson are also included within the amount reported for that officer in the Summary Compensation Table. (b)None of the amounts reported in this column are reported in the All Other Compensation column of the Summary Compensation Table because the Company does not pay guaranteed or preferential earnings on deferred compensation. (c)Amounts reported in this column for each NEO include amounts previously reported in the Company’s Summary Compensation Table in previous years when earned if that NEO’s compensation was required to be disclosed in a previous year. 61

  81. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF

  82. PAY RATIO DISCLOSURE

    PAY RATIO DISCLOSURE The following information about the relationship between the compensation of our employees and the compensation of Mr. Casey, our former Chief Executive Officer (our Principal Executive Officer, or “PEO,” for fiscal 2024), is provided in compliance with the requirements of Item 402(u) of Regulation S-K (the “Pay Ratio Disclosure Requirement”). In fiscal 2024, the total compensation of our median- compensated employee was $12,008. We selected a new Median Employee in fiscal 2024 due to last year’s median employee’s substantial change in hours worked for the Company. Our Median Employee is a part-time employee at one of our U.S. retail store locations whose annual total compensation for fiscal 2024 (as calculated pursuant to Item 402(c)(2)(x) of Regulation S-K) was $12,008. The annual total compensation for fiscal 2024 for our PEO was $9,146,769. The resulting ratio of our PEO’s pay to the pay of our Median Employee for fiscal 2024 was 762:1.

  83. PAY VERSUS PERFORMANCE DISCLOSURE

    PAY VERSUS PERFORMANCE DISCLOSURE As required by Section 953(a) of the Dodd-Frank Act and Item 402(v) of Regulation S-K, the table summarizing executive compensation paid versus financial performance measures for our five most recently completed fiscal years is set forth below:

  84. PAY VERSUS PERFORMANCE DISCLOSURE

    | Year (a) | | | | | Value of Initial Fixed $100 investment based on: | | | | | | Summary Compensation Table Total for PEO (b) | Compensation Actually Paid to PEO(1) (c) | Average Summary Compensation Table Total for Non-PEO NEOs (d) | Average Compensation Actually Paid to Non-PEO NEOs(2) (e) | Total Shareholder Return(3) (f) | Peer Group Total Shareholder Return(4) (g) | Net Income (dollars in thousands)(5) (h) | Adjusted Operating Income (dollars in thousands) (6) (i) | | 2024 | $9,146,769 | $2,030,618 | $2,242,388 | $586,590 | $57.59 | $69.31 | $185,509 | $286,550 | | 2023 | 10,088,133 | 7,858,875 | 3,061,079 | 2,624,467 | 75.89 | 73.34 | 232,500 | 327,816 | | 2022 | 8,606,754 | 4,760,564 | 2,264,230 | 1,619,056 | 72.36 | 67.87 | 250,038 | 388,171 | | 2021 | 11,056,385 | 13,931,119 | 3,801,288 | 4,249,437 | 94.49 | 103.90 | 339,748 | 500,764 | | 2020 | 7,297,118 | (185,504) | 1,648,590 | 579,698 | 86.62 | 92.36 | 109,717 | 279,764 |

  85. PAY VERSUS PERFORMANCE DISCLOSURE

    (1)The dollar amounts reported in the column “Compensation Actually Paid to PEO” (column (c)) represent the amount of Compensation Actually to Michael Casey, our former CEO, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the CEO during the applicable year. To calculate CAP to the CEO, for each of the years shown, the following amounts were deducted from and added to Summary Compensation Table total compensation:

  86. PAY VERSUS PERFORMANCE DISCLOSURE

    | | PEO Summary Compensation Table Total to Compensation Actually Paid Reconciliation | | | | | Year | Summary Compensation Table Total | Deductions from Summary Compensation Table Total(i) | Equity Award Adjustments(ii) | Compensation Actually Paid | | 2024 | $9,146,769 | $(6,976,664) | $(139,487) | $2,030,618 | | 2023 | 10,088,133 | (6,500,098) | 4,270,840 | 7,858,875 | | 2022 | 8,606,754 | (6,500,136) | 2,653,947 | 4,760,564 | | 2021 | 11,056,385 | (6,500,323) | 9,375,057 | 13,931,119 | | 2020 | 7,297,118 | (6,000,392) | (1,482,230) | (185,504) |

  87. PAY VERSUS PERFORMANCE DISCLOSURE

    (i)Represents the grant date fair value of equity-based awards granted each year, as shown in the Stock Awards column of the Summary Compensation Table. (ii)Reflects the value of equity-based awards calculated in accordance with the SEC methodology for determining Compensation Actually Paid for each year shown under generally accepted accounting principles. The fair value of our performance-based restricted stock is calculated based on the probable outcome of the performance conditions determined as of the last day of the fiscal year and our closing stock price on such day. The determination of equity award adjustments to Summary Compensation Table total compensation is detailed in the supplemental table below.

  88. PAY VERSUS PERFORMANCE DISCLOSURE

    | | PEO Equity Component of Compensation Actually Paid | | | | | | | | Year | Fair Value of Equity Awards Granted in the Year and Outstanding and Unvested as of Year End | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years and Outstanding and Unvested as of Year End | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that were Forfeited in the Year | Value of Dividends or other Earnings Paid on Equity Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award Adjustments | | 2024 | $3,470,704 | $(3,882,120) | $— | $271,929 | $— | $— | $(139,487) | | 2023 | 5,587,004 | (1,441,983) | — | 125,819 | — | — | 4,270,840 | | 2022 | 4,923,201 | (1,890,720) | — | (378,534) | — | — | 2,653,947 | | 2021 | 6,710,481 | 2,626,294 | — | 38,282 | — | — | 9,375,057 | | 2020 | 2,557,575 | (3,438,221) | — | (601,584) | — | — | (1,482,230) |

  89. PAY VERSUS PERFORMANCE DISCLOSURE

    (2)The dollar amounts reported in the column “Average Compensation Actually Paid to Non-PEO NEOs” (column (e)) represent the average amount of Compensation Actually Paid to the non-CEO named executive officers (“Non-CEO NEOs”) as a group, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the Non-CEO NEOs during the applicable year. The Non-CEO NEOs reflected in columns (d) and (e) consist of the following individuals for each of the years shown: 2024—Richard Westenberger, Kendra Krugman, Allison Peterson, Raghu Sagi, and Brian Lynch; 2023—Richard Westenberger, Brian Lynch, Kendra Krugman, and Julie D'Emilio; 2022— Richard Westenberger, Brian Lynch, Patrick Moore, and Kendra Krugman; 2021—Richard Westenberger, Brian Lynch, Patrick Moore, and Peter Smith; 2020— 66 Richard Westenberger, Brian Lynch, Patrick Moore, and Peter Smith. To calculate Compensation Actually Paid to our Non-CEO NEOs for each of the years shown, the following amounts were deducted from and added to Summary Compensation Table total compensation.

  90. PAY VERSUS PERFORMANCE DISCLOSURE

    | | Average Non-PEO NEOs Summary Compensation Table Total to Compensation Actually Paid Reconciliation* | | | | | Year | Summary Compensation Table Total | Deductions from Summary Compensation Table Total(i) | Equity Award Adjustments(ii) | Compensation Actually Paid | | 2024 | $2,242,388 | $(1,680,057) | $24,259 | $586,590 | | 2023 | 3,061,079 | (1,662,929) | 1,226,317 | 2,624,467 | | 2022 | 2,264,230 | (1,313,039) | 667,866 | 1,619,056 | | 2021 | 3,801,288 | (1,987,866) | 2,436,014 | 4,249,437 | | 2020 | 1,648,590 | (887,992) | (180,899) | 579,698 |

  91. PAY VERSUS PERFORMANCE DISCLOSURE

    *Amounts in rows may not add exactly to the total due to rounding. (i)Represents the grant date fair value of equity-based awards granted each year, as shown in the Stock Awards column of the Summary Compensation Table. (ii)Reflects the value of equity-based awards calculated in accordance with the SEC methodology for determining CAP for each year shown under generally accepted accounting principles. The fair value of our performance-based restricted stock is calculated based on the probable outcome of the performance conditions determined as of the last day of the fiscal year and our closing stock price on such day. The determination of equity award adjustments to SCT total compensation is detailed in the supplemental table below.

  92. PAY VERSUS PERFORMANCE DISCLOSURE

    | | | Average Non-PEO NEOs Equity Component of Compensation Actually Paid | | | | | | | Year | Fair Value of Equity Awards Granted in the Year and Outstanding and Unvested as of Year End | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years and Outstanding and Unvested as of Year End | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that were Forfeited in the Year | Value of Dividends or other Earnings Paid on Equity Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award Adjustments | | 2024 | 1,140,756 | (919,949) | — | 124,924 | (321,472) | — | 24,259 | | 2023 | 1,476,966 | (269,558) | — | 18,909 | — | — | 1,226,317 | | 2022 | 994,495 | (272,340) | — | (54,289) | — | — | 667,866 | | 2021 | 2,052,134 | 372,284 | — | 11,596 | — | — | 2,436,014 | | 2020 | 378,538 | (487,886) | — | (71,551) | — | — | (180,899) |

  93. PAY VERSUS PERFORMANCE DISCLOSURE

    (3)The amounts in the column “Total Shareholder Return” (column (f)) are calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming reinvestment of all dividends, if any, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. (4)Represents the weighted peer group Total Shareholder Return, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the S&P Composite 1500 Apparel, Accessories & Luxury Goods. (5)The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. (6)Management defines and calculates Adjusted Operating Income as Operating Income as calculated under generally accepted accounting principles, excluding infrequent or extraordinary items. Adjusted Operating Income is a non-GAAP measure. A reconciliation of Operating Income to Adjusted Operating Income can be found in the Appendix to this Proxy Statement.

  94. PAY VERSUS PERFORMANCE LIST OF IMPORTANT FINANCIAL MEASURES

    PAY VERSUS PERFORMANCE LIST OF IMPORTANT FINANCIAL MEASURES The list below consists of our most important performance measures used to link “Compensation Actually Paid” to our NEOs for our performance, over the fiscal year ending December 28, 2024. These measures are used to determine annual incentive payouts and are also key metrics under our performance-based restricted stock awards. The performance measures included in this list are not ranked by relative importance: •Net Sales •Adjusted Operating Income •Adjusted Diluted EPS •Operating Cash Flow 67 Net Sales and Operating Cash Flow are calculated in accordance with generally accepted accounting principles. As noted above, management defines and calculates Adjusted Operating Income as Operating Income as calculated under generally accepted accounting principles, excluding infrequent or extraordinary items, and management defines Adjusted Diluted EPS as Diluted EPS as calculated under generally accepted accounting principles, excluding infrequent or extraordinary items.

  95. PAY VERSUS PERFORMANCE DESCRIPTIVE DISCLOSURE

    PAY VERSUS PERFORMANCE DESCRIPTIVE DISCLOSURE Actual compensation paid ultimately depends on 1) the ability to meet the specific Company targets (net sales, adjusted operating income, adjusted diluted EPS, and operating cash flow) and/or the progress in meeting the specific Company targets and 2) the performance of the Company’s stock price. The following graph summarizes the relationship between Total Shareholder Return (“TSR”) and executive compensation actually paid to the CEO and the Non-CEO NEOs and the relationship between the TSR of the Company and its peer group over the last four completed years: The following graph summarizes the relationship between the adjusted operating income and net income performance measures included in the table and the executive compensation actually paid to the CEO and the Non-CEO NEOs over the last four completed years: 68 69