DEF 14A of Carters Inc, Apr 1, 2026

DEF 14A of Carters Inc

Filed Apr 1, 2026 · FY20250001060822-26-000059

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 | 33 | | COMPENSATION & HUMAN CAPITAL COMMITTEE REPORT | 52 | | COMPENSATION & HUMAN CAPITAL COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION | 52 | | FISCAL 2025 SUMMARY COMPENSATION TABLE | 53 | | FISCAL 2025 GRANTS OF PLAN- BASED AWARDS | 55 | | OUTSTANDING EQUITY AWARDS AT FISCAL 2025 YEAR-END | 57 | | OPTION EXERCISES AND STOCK VESTED IN FISCAL 2025 | 59 | | NONQUALIFIED DEFERRED COMPENSATION | 59 | | 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 | 70 |

  2. 2026 NOMINEES FOR DIRECTOR

    2026 NOMINEES FOR DIRECTOR After considering the recommendations of the Nominating & Corporate Governance Committee, the Board has set the number of directors at nine and nominated all current directors to stand for re- election, except for Mr. Montgoris and Ms. Borenstein, who are not 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. 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 and inclusion, and executive development ROCHESTER ANDERSON, JR. Independent Director since 2022 Age: 64 Committees: •Compensation & Human Capital •Nominating & Corporate Governance 6 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

  3. JEFFREY H. BLACK

    JEFFREY H. BLACK Independent Director since 2022 Age: 71 Committees: •Audit (Chair) •Nominating & Corporate Governance

  4. Other Public Company

    Other Public Company Directorships: •Otis Worldwide Corp. since 2020 7 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

  5. LUIS BORGEN

    LUIS BORGEN Independent Director since 2021 Age: 56 Committee: •Audit

  6. Other Public Company and

    Other Public Company and

  7. Investment Company

    Investment Company Directorships: •Dodge & Cox Funds Board of Trustees (Fund Complex Consisting of Seven Registered Investment Companies) •Eastern Bankshares, Inc., since 2016 •Synopsys, Inc., since 2022 (Not Standing for Re-election in Connection with Synopsys, Inc.’s 2026 Annual Meeting) 8 Jevin S. Eagle has served as Chief Executive Officer of Boston University Hillel since 2017. From 2022 to 2025 he was also Professor of the Practice, Strategy and Innovation and Executive Director of Social Impact Initiatives at Boston University’s Questrom School of Business. 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 prior 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

  8. JEVIN S. EAGLE

    JEVIN S. EAGLE Independent Director since 2010 Age: 59 Committees: •Audit •Business Transformation 9 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

  9. MARK P. HIPP

    MARK P. HIPP Independent Director since 2018 Age: 64 Committees: •Audit •Business Transformation •Compensation & Human Capital 10 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

  10. DOUGLAS C. PALLADINI

    DOUGLAS C. PALLADINI Director since 2025 Age: 59 11 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

  11. STACEY S. RAUCH

    STACEY S. RAUCH Independent Director since 2022 Age: 68 Committees: •Compensation & Human Capital (Chair) •Business Transformation •Nominating & Corporate Governance

  12. Prior Public Company

    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) •Heidrick & Struggles International, Inc. (2019 to 2025) 12 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

  13. GRETCHEN W. SCHAR

    GRETCHEN W. SCHAR Independent Director since 2019 Non-Executive Chair Age: 71 Committee: •Nominating & Corporate Governance (Chair)

  14. Other Public Company

    Other Public Company Directorships: •Cincinnati Financial Corp. since 2002 13 Stephanie P. Stahl is currently a Senior Advisor and Executive Coach at the Boston Consulting Group (since 2022), and previously served as Global Marketing & Strategy Officer of Coach, Inc 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

  15. STEPHANIE P. STAHL

    STEPHANIE P. STAHL Independent Director since 2022 Age: 59 Committees: •Business Transformation (Chair) •Compensation & Human Capital •Nominating & Corporate Governance

  16. PROPOSAL NUMBER ONE: ELECTION OF DIRECTORS

    PROPOSAL NUMBER ONE: ELECTION OF DIRECTORS The Board proposes that the following nine director nominees be elected to the Board to serve until the next annual meeting in 2027, 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—2026 Nominees for Director.”

  17. PROPOSAL NUMBER ONE: ELECTION OF DIRECTORS

    | Name | Age | | Rochester Anderson, Jr. | 64 | | Jeffrey H. Black | 71 | | Luis Borgen | 56 | | Jevin S. Eagle | 59 | | Mark P. Hipp | 64 | | Douglas C. Palladini | 59 | | Stacey S. Rauch | 68 | | Gretchen W. Schar | 71 | | Stephanie P. Stahl | 59 |

  18. 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.

  19. 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 that vests immediately upon the grant date, and each of our committee chairpersons and our Non-Executive Board Chair receives an additional annual cash retainer. Non- management directors also receive fees for each meeting they attend. For fiscal 2025, each director’s annual retainer was comprised of a cash payment of $90,000 and an immediately vested grant of our common stock valued at approximately $160,000. In addition to the annual retainer: •our Non-Executive Board Chair received a $150,000 cash retainer (including a pro-rated payment of $36,667 for Mr. Montgoris’ service as Non-Executive Board Chair through the 2025 annual meeting); •the chairs of our Audit Committee and our Business Transformation Committee received a $30,000 cash retainer and the chairs 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. 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. Palladini 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 2025. 28

  20. FISCAL 2025 DIRECTOR COMPENSATION TABLE(a)

    FISCAL 2025 DIRECTOR COMPENSATION TABLE(a)

  21. FISCAL 2025 DIRECTOR COMPENSATION TABLE(a)

    | Name | Fees Earned or Paid in Cash ($) (b) | Stock Awards ($) (c) | Total ($) | | Rochester Anderson, Jr. | $135,000 | $160,003 | $295,003 | | Jeffrey H. Black | $133,000 | $160,003 | $293,003 | | Hali Borenstein | $132,000 | $160,003 | $292,003 | | Luis Borgen | $149,000 | $160,003 | $309,003 | | Jevin S. Eagle | $180,000 | $160,003 | $340,003 | | Mark P. Hipp | $149,000 | $160,003 | $309,003 | | William J. Montgoris | $356,667 | $160,003 | $516,670 | | Stacey S. Rauch | $150,000 | $160,003 | $310,003 | | Gretchen W. Schar | $175,000 | $160,003 | $335,003 | | Stephanie P. Stahl | $202,000 | $160,003 | $362,003 |

  22. FISCAL 2025 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. Similarly, as a NEO and current management director, Mr. Palladini’s compensation information is omitted from this table and presented in the Summary Compensation Table. (b)This column reports the amount of cash compensation earned in fiscal 2025 through annual cash retainers and meeting fees. (c)On May 15, 2025, we issued 4,409 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 $36.29 per share, computed in accordance with FASB ASC Topic 718. This column does not include the vesting of the one-time restricted stock grants, equal to the value of the annual retainer, that cliff- vested in fiscal 2025 for each of Mses. Rauch and Stahl and Messrs. Anderson and Black, as the grant-date fair value of those shares of restricted stock were reported in the director compensation table for fiscal 2022 (the year of the grants). 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 71. 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 2025. 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

  23. •Retain an Independent Compensation

    •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 stockholders. •Prohibit Dividend Payments on Unvested Awards and Require One-Year Minimum Vesting: As described more fully in the proposal to amend our Equity Incentive Plan (the “Equity Incentive Plan Proposal”), if approved by stockholders, our Amended and Restated Equity Incentive Plan would prohibit the payment of dividends on unvested awards and would require a minimum vesting period of one year (subject to a 5% exemption).

  24. •Have Double-Trigger Cash Severance

    •Have Double-Trigger Cash Severance

  25. Arrangements in the Event of a Change of

    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. •Our Equity Incentive Arrangements Include Double-Trigger Provisions and Mandatory Clawback Provisions: Beginning in fiscal 2024, Carter's equity awards 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 37

  26. 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 and stockholder value creation in the form of annual cash incentive compensation and long-term equity incentive compensation. 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.”

  27. 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 38 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. This discretion, however, was not exercised by the Committee to reduce or not to award annual cash incentive compensation in fiscal 2025. 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.

  28. 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 varied this practice in 2025 due uncertainty related to the then-ongoing CEO transition, ongoing business transformation initiatives, and to attract new talent, and the Committee 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 stockholders. 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 2025, 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. 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 39 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 Equity Incentive 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 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 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. Effective February 19, 2026, Carter’s amended its Equity Incentive Plan to increase the number of shares available for issuance under the plan as well as to remove the fungibility provisions in the share reserve, to require that dividends and dividend equivalents be subject to the same vesting conditions as the underlying awards, and to add a minimum vesting requirement such that awards generally may not vest prior to the one-year anniversary of the grant date. The effectiveness of the amendment is subject to stockholder approval and is more fully described in the Equity Incentive Plan Proposal.

  29. 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 2025 compensation, our peer group was comprised of the following fifteen companies:

  30. 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. | |

  31. 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. In October 2025, the Committee conducted its annual review of the Company’s peer group and approved changes to the peer group for purposes of determining 2026 compensation for the Company’s executive officers. As revised, the new peer group for the Company with respect to 2026 compensation decisions is as follows:

  32. PEER GROUP ANALYSIS AND RETAIL SURVEY

    | Caleres, Inc. | Levi Strauss & Co. | | Canada Goose Holdings Inc. | Oxford Industries, Inc. | | Crocs, Inc. | Ralph Lauren Corporation | | Columbia Sportswear Company | Steve Madden, Ltd. | | G-III Apparel Group, Ltd. | Tapestry, Inc. | | Genesco Inc. | Under Armour, Inc. | | Kontoor Brands, Inc. | Yeti Holdings, Inc. | | Lands’ End, Inc. | |

  33. PEER GROUP ANALYSIS AND RETAIL SURVEY

    41

  34. 2025 ANNUAL CASH INCENTIVE COMPENSATION

    2025 ANNUAL CASH INCENTIVE COMPENSATION In February 2025, the Committee set the following fiscal 2025 annual cash incentive compensation targets for our NEOs: •100% of base salary for Mr. Westenberger (an increase from 85% in 2024 to align his target percentage with increased responsibility assumed by Mr. Westenberger and the market based on benchmarking results) •85% of base salary for Ms. Krugman (unchanged from 2024); and •75% of base salary for Mses. Peterson and Smith (unchanged from 2024) The above targets were determined based on each NEO’s responsibilities, expected contribution and market data. No fiscal 2025 annual cash incentive compensation target was set for Mr. Casey, as he retired from Carter’s in February 2025. 42 Upon Mr. Palladini joining Carter’s in April 2025, the Committee set Mr. Palladini’s fiscal 2025 annual incentive Compensation as 150% of his base salary, and upon Ms. Evert joining Carter's in August 2025, the Committee set the fiscal 2025 annual cash incentive compensation target as 75% of her base salary. In light of the Company’s overarching goal of returning to growth in net sales while maintaining profitability, while also positioning the Company for additional growth in the future, management recommended, and the Committee approved, a 2025 annual cash incentive compensation structure that included the following metrics and objectives: •net sales (weighted at 35%), as may be adjusted for the impacts of foreign exchange rate fluctuations; •operating income (weighted at 35%) (with attainment to be based on adjusted results as reported to stockholders); and •strategic objectives (weighted at 30%), which consisted of the following objectives: (a) execute concept-to-consumer transformation initiative; (b) deliver best-in-class direct to consumer experience (both in the fleet and online); and (c) develop a strategy to realize off-price channel opportunities with retailers. The Committee selected net sales, operating income (as it may be adjusted and reported to stockholders), and strategic objectives as performance metrics because it believes these metrics are key measures that align with the interests of our stockholders, namely growth, profitability, and strategic objectives related to positioning the Company for additional growth in the future. As described below, our NEOs could have earned from 0% to 150% of their target annual cash incentive compensation in fiscal 2025 based upon Carter’s achievement of net sales and operating income (as it may be adjusted) financial performance metrics and the strategic objectives metric. In light of ongoing uncertainty regarding the CEO transition, the Company set the target performance metrics under the 2025 annual incentive plan below the actual performance for 2024 but also set a lower maximum payout (150% for 2025 vs. 200% for 2024). In making these determinations, the Committee focused on metrics and objectives that the Committee believed would help position the Company to return to growth, while also balancing reasonable goal setting with historical performance levels. The payment grid for the 2025 annual incentive compensation program is set forth below.

  35. 2025 ANNUAL CASH INCENTIVE COMPENSATION — PERFORMANCE METRICS

    2025 ANNUAL CASH INCENTIVE COMPENSATION — PERFORMANCE METRICS

  36. 2025 ANNUAL CASH INCENTIVE COMPENSATION — PERFORMANCE METRICS

    | | Net Sales (35%) (in millions) | Adj. Operating Income (35%) (in millions)1 | Strategic Objectives (30%) | | 25% of Target (Threshold Performance) | $2,659 | $153 | N/A | | 100% of Target (Target Performance) | $2,830 | $196 | N/A | | 150% of Target (Maximum Performance) | $2,985 | $235 | N/A | | Fiscal 2025 Performance2 | $2,882 | $176.0 | N/A |

  37. 2025 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. 2 Fiscal 2025 Net Sales reflect a reduction of $16 million from actual Net Sales of $2,898 million for fiscal 2025 for the impact of foreign exchange fluctuations. 43 In January 2026, the Committee determined that based on Carter's performance noted above, as well as the achievement of 75% of the strategic objectives, Carter's achieved an overall performance at 91% of target, with the payouts to our NEOs as follows:

  38. 2025 ANNUAL CASH INCENTIVE COMPENSATION — PERFORMANCE METRICS

    | | Annual Cash Incentive Compensation Targets ($) | Annual Cash Incentive Compensation Actually Paid at 91% of Target ($) | | Douglas C. Palladini1 | $1,346,300 | $1,225,200 | | Richard F. Westenberger | $775,000 | $705,300 | | Emily D. Evert2 | $487,500 | $443,700 | | Allison M. Peterson | $562,500 | $511,900 | | Karen G. Smith | $446,250 | $406,100 | | Michael D. Casey3 | $— | $— | | Kendra D. Krugman4 | $530,600 | $482,900 |

  39. 2025 ANNUAL CASH INCENTIVE COMPENSATION — PERFORMANCE METRICS

    1 Mr. Palladini joined Carter's in April 2025 and received a pro-rated payment based on the number of days of service in 2025. 2 Ms. Evert received a payment based on a full-year of service pursuant to the offer letter entered into with Ms. Evert prior to her joining Carter’s, in recognition of her seconded work performed for Carter’s during fiscal 2025. 3 Mr. Casey retired from Carter's in February 2025 and did not receive any 2025 annual cash incentive compensation. 4 Ms. Krugman departed from Carter's in October 2025 and received a pro-rated payment based on the number of days of service in 2025. 44

  40. 2025 LONG-TERM EQUITY INCENTIVE COMPENSATION

    2025 LONG-TERM EQUITY INCENTIVE COMPENSATION We provide long-term equity incentive awards to our NEOs under our Equity Incentive Plan to balance the short-term focus of the annual cash incentive program by tying a significant portion of total compensation to stock-price performance achieved by the Company over multi-year periods.

  41. AWARD MIX

    AWARD MIX In fiscal 2025, the Committee approved 100% time-based restricted stock grants (which vest over four years in 25% increments on the annual anniversary of the grant date). These grants reflect a one-year pause from our historical practice of awarding a combination of time-based and performance- based restricted stock to Carter’s NEOs and reflect the Company’s overall goal of returning the Company to baseline revenue growth and focusing the attention of our executive officers of strategic objectives designed to position the Company for additional growth in the future.

  42. FISCAL 2025 LONG-TERM EQUITY INCENTIVE AWARD OPPORTUNITIES

    FISCAL 2025 LONG-TERM EQUITY INCENTIVE AWARD OPPORTUNITIES Each NEO's annual equity grant is determined based on his or her performance, market pay data, and considerations of the competitiveness of their overall compensation package. Based on these factors, for fiscal 2025 the Committee determined to grant long-term equity incentive awards to the NEOs with the aggregate grant date fair value shown below. In connection with Mr. Palladini joining Carter’s in April 2025, he received a grant of equity that consisted of 50% restricted stock that vests in four equal increments over a four-year period, and 50% performance- based restricted stock that will be earned upon achieving certain share price hurdles for 20 consecutive trading days over a three-year performance period.

  43. FISCAL 2025 LONG-TERM EQUITY INCENTIVE AWARD OPPORTUNITIES

    | NEO | 2025 Long-Term Equity Incentive Award | | Douglas C. Palladini1 | $4,955,424 | | Richard F. Westenberger2 | $1,900,195 | | Emily D. Evert3 | $2,000,092 | | Allison M. Peterson | $650,035 | | Karen G. Smith | $750,080 | | Michael D. Casey4 | $— | | Kendra D. Krugman5 | $1,000,106 |

  44. FISCAL 2025 LONG-TERM EQUITY INCENTIVE AWARD OPPORTUNITIES

    1 While Mr. Palladini’s grants he received upon joining Carter’s had a target value of $7 million based on the closing price of the Company’s common stock on the date of grant, because 50% of the grant consisted of performance-based restricted stock that is valued based on a Monte-Carlo simulation, the aggregate grant date fair value of the award was $4,955,424. 2 In connection with Mr. Westenberger’s service as Interim Chief Executive Officer, in addition to Mr. Westenberger’s annual grant of restricted stock (vesting over four years in 25% increments on the annual anniversary of the grant date), Mr. Westenberger received (1) a $300,000 quarterly award (for the first quarter of fiscal 2025) and (2) a $100,000 quarterly award (for a portion of the second quarter of 2025) for his service as Interim Chief Executive Officer. The quarterly awards vest on the one-year anniversary of the grant date, but are subject to accelerated vesting if Mr. Westenberger is terminated without “Cause” or resigns for “Good Reason” (each as defined in Mr. Westenberger’s Amended and Restated Severance Agreement), or upon his death or disability. 3 In connection with Ms. Evert joining Carter’s in August 2025, she 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. Casey retired from Carter's in February 2025 and did not receive any long-term equity incentive awards in 2025. 5 Ms. Krugman departed from Carter's in October 2025 and subsequently forfeited her annual award of restricted stock which was granted in February 2025. 45

  45. COMPLETED PERFORMANCE SHARE AWARD CYCLES

    COMPLETED PERFORMANCE SHARE AWARD CYCLES The final measurement period for the fiscal 2023 to fiscal 2025 cycle for performance share awards (“PSAs”) was completed as of the end of fiscal 2025. A summary of the net sales and adjusted earnings per share (“EPS”) metrics are below, and as indicated in the table, a 37% attainment was certified by the Committee for these PSAs.

  46. Fiscal 2023 to Fiscal 2025

    | PSA Metric | Threshold | Target | Maximum | Actual | Payout % | | Net Sales (50% weighting) (in millions) | •2023: $2,840 •2024: 1% growth in actual 2023 net sales •2025: 1% growth in actual 2024 net sales | •2023: $3,021 •2024: 6% growth in actual 2023 net sales •2025: 5% growth in actual 2024 net sales | •2023: $3,213 •2024: 8% growth in actual 2023 net sales •2025: 8% growth in actual 2024 net sales | •2023: $2,946 •2024: $2,844 •2025: $2,898 | 47% | | Adjusted EPS (50% weighting) | •2023: $5.63 •2024: 4% growth in actual 2023 adjusted EPS •2025: 4% growth in actual 2024 adjusted EPS | •2023: $6.40 •2024: 11% growth in actual 2023 adjusted EPS •2025: 12% growth in actual 2024 adjusted EPS | •2023: $7.18 •2024: 15% growth in actual 2023 adjusted EPS •2025: 15% growth in actual 2024 adjusted EPS | •2023: $6.19 •2024: $5.81 •2025: $3.47 | 27% | | Total Attainment | | | | | 37% |

  47. TIME-BASED RESTRICTED STOCK

    TIME-BASED RESTRICTED STOCK Except as outlined further below, all of the time-based restricted stock awards granted to our NEOs in fiscal 2025: •are subject to the clawback and hedging policies 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. The exceptions to the general features noted above were as follows: •during his service as Interim Chief Executive Officer, Mr. Westenberger received quarterly restricted stock awards that vest on the first anniversary of each award’s grant date. 47

  48. RETIREMENT AGREEMENT

    RETIREMENT 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. Mr. Casey remained with the Company in an advisory capacity from January 3, 2025 to February 28, 2025 to support the transition. During the transition period, he continued to receive his current salary and benefits, and remained eligible to receive a bonus pursuant to the Incentive Compensation Plan with respect to the services he provided in 2024, but he was not eligible for a bonus for fiscal 2025. In addition, 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).

  49. 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 has continued to serve as our Chief Financial Officer & Chief Operating Officer. 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 49 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 Equity Incentive 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 ($35.57 per share on April 3, 2025), using the following growth rates: •1/3 at 30% growth ($46.24 per share); •1/3 at 60% growth ($56.91 per share); •1/3 at 90% growth ($67.58 per share). 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.

  50. DEPARTURE OF CHIEF PRODUCT OFFICER

    DEPARTURE OF CHIEF PRODUCT OFFICER On August 18, 2025, the Company announced the departure of Kendra D. Krugman, Chief Product Officer, effective as of October 21, 2025. The Company made this organizational change on August 18, 2025, as part of the Company’s transition in our operating model, to enhance agile decision making and strengthen competitiveness. Ms. Krugman’s departure was treated as an involuntary termination without cause consistent with her existing severance agreement with the Company, and Ms. Krugman and the Company entered into a separation agreement which confirmed the severance benefits and post-termination obligations applicable to Ms. Krugman. Ms. Krugman’s separation benefits are described below under “—Potential Payments Upon Termination or Change of Control”.

  51. SEVERANCE AGREEMENTS WITH NEOS

    SEVERANCE AGREEMENTS WITH NEOS Each of our NEOs has a severance agreement with Carter’s, other than Mr. Casey and Ms. Krugman whose employment with Carter’s terminated in 2025. For more information on the payments and benefits they received in connection with their termination of employment, please see the section entitled “Potential Payments Upon Termination or Change of Control.”. In the event that an NEO is terminated by Carter’s for any reason, the NEO or his or her estate will be provided the following accrued amounts: (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 his or her employment for “good reason” (with “cause” and “good reason” defined in each NEO’s respective severance agreement and summarized below), the NEO is entitled to the following severance payments and benefits, subject to the NEO’s execution of an effective general release of any claims against the Company: (i) continued payment of the NEO’s base salary for 24 months in the case of Mr. Palladini, and 12 months in the cases of Mr. Westenberger and Mses. Evert, Peterson, and Smith, payable in accordance with the Company’s normal payroll practices; (ii) a pro-rated annual cash incentive compensation bonus that would have been earned by each such NEO if he or she had been employed at the end of the year in which his or her employment was terminated, based solely on the extent to which the applicable Company performance goals have been met (excluding any individual performance goals); and (iii) in 50 the case of Mr. Westenberger and Ms. Smith, continued employer contributions for basic life insurance coverage for 12 months. Further, subject to the NEO’s eligibility for and timely election of COBRA, the Company will pay the employer portion of the COBRA continuation premiums until the earlier of (i) 18 months (in the case of Mr. Palladini) and 12 months (in the case of Mr. Westenberger and Mses. Evert, Peterson, and Smith) following his or her separation date, (ii) the date the NEO becomes eligible for coverage under the health plans of another employer, or (iii) the date the NEO otherwise ceases to be eligible for COBRA. In the event that, within two years following a “change of control” (with “change of control” defined in each executive’s severance agreement and summarized below) the Company terminates the NEO’s employment, other than for “cause” or such executive terminates his or her employment for “good reason,” the Company will pay to the NEOs the following severance benefits in addition to the severance benefits in addition to the severance benefits in the preceding paragraph: (a) base salary for an additional 12 months, (b) subject to certain exceptions as provided in the agreements, 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 the Company will pay the COBRA amount for an additional 6-month or 12-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) with respect to Mr. Westenberger and Ms. Smith, continued employer contributions for basic life insurance coverage for an additional 12 months. In addition, under the award agreements governing the NEOs equity awards, 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 or an affiliate; (c) materially breached his or her obligations of confidentiality, intellectual property assignment, non-competition, non-solicitation, or non-disparagement against the Company after a cure period; (d) willfully engaged in gross misconduct which is injurious to the Company or its affiliates; or (e) after a cure period, willfully and continually 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 (including with respect to Mr. Palladini, a material reduction in title, base salary and target annual incentive compensation opportunity); (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. Under the agreements, “change in control” generally means (i) any transaction in which any person who is not an affiliate and who did not own shares of common stock of the Company representing 50% or more of the voting power at elections of the Board acquires (whether by purchase, exchange, tender offer, merger, consolidation, recapitalization or otherwise) or becomes the owner of shares of common stock of the Company or its subsidiaries (or shares in a successor corporation by merger, consolidation or otherwise), such that following such transaction, such person beneficially owns 50% or more of the voting power at elections for the Board or the Board of Directors of The William Carter Company or any successor corporation, or (ii) the sale or transfer of all or substantially all the assets of either the Company or The William Carter Company. 51 In addition, the agreements contain restrictive covenants, including confidentiality provisions, intellectual property assignment, and non-disparagement provisions as well as 24-month (with respect to Mr. Palladini) or 12-month (with respect to the other NEOs) non-competition and non-solicitation covenants. 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. FISCAL 2025 SUMMARY COMPENSATION TABLE*

    FISCAL 2025 SUMMARY COMPENSATION TABLE* The table below provides information concerning the compensation of our NEOs.

  53. FISCAL 2025 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 ($) (e) | Total ($) | | Douglas C. Palladini | 2025 | $882,803 | $— | $4,955,424 | $1,225,200 | $433,252 | $7,496,679 | | Chief Executive Officer & President, Director | 2024 | $— | $— | $— | $— | $— | $— | | | 2023 | $— | $— | $— | | $— | $— | | Richard F. Westenberger | 2025 | $787,740 | $440,000 | $1,900,195 | $705,300 | $131,703 | $3,964,938 | | Chief Financial Officer & Chief Operating Officer | 2024 | $763,462 | $— | $1,609,960 | $33,000 | $176,496 | $2,582,918 | | | 2023 | $704,615 | $— | $1,550,520 | $471,900 | $169,734 | $2,896,769 | | Emily D. Evert | 2025 | $260,685 | $— | $2,000,092 | $443,700 | $43,165 | $2,747,642 | | Chief Strategy Officer | 2024 | $— | $— | $— | $— | $— | $— | | | 2023 | $— | $— | $— | $— | $— | $— | | Allison M. Peterson | 2025 | $762,329 | $— | $650,035 | $511,900 | $94,694 | $2,018,958 | | Chief Retail & Digital Officer | 2024 | $346,154 | $— | $2,500,190 | $13,700 | $224,104 | $3,084,148 | | | 2023 | $— | $— | $— | $— | $— | $— | | Karen G. Smith | 2025 | $604,781 | $— | $750,080 | $406,100 | $71,388 | $1,832,349 | | Chief Supply Chain Officer | 2024 | $581,154 | $— | $698,015 | $22,400 | $92,962 | $1,394,531 | | | 2023 | $544,616 | $— | $800,440 | $293,040 | $75,389 | $1,713,485 | | Michael D. Casey | 2025 | $257,692 | $— | $— | $— | $129,493 | $387,185 | | Former Chairman, Chief Executive Officer & President | 2024 | $1,326,154 | $— | $6,976,664 | $100,500 | $743,451 | $9,146,769 | | | 2023 | $1,282,692 | $— | $6,500,098 | $1,716,000 | $589,342 | $10,088,132 | | Kendra D. Krugman | 2025 | $676,635 | $250,000 | $1,000,106 | $482,900 | $231,132 | $2,640,773 | | Former Chief Product Officer | 2024 | $760,577 | $— | $1,609,960 | $33,000 | $180,810 | $2,584,347 | | | 2023 | $683,846 | $— | $1,800,489 | $462,000 | $149,459 | $3,095,794 |

  54. FISCAL 2025 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 371-day fiscal year for fiscal 2025, and 364-day fiscal year for fiscal years 2024 and 2023. (b)The amounts in this column consist of the following: (1) $110,000 per month stipend paid to Mr. Westenberger in connection with his service as Interim Chief Executive Officer prior to Mr. Palladini’s appointment as Chief Executive Officer and President; and (2) $250,000 cash retention award (announced in connection with Mr. Westenberger’s appointment as Interim Chief Executive Officer) which was accelerated and paid to Ms. Krugman upon her departure from Carter’s in fiscal 2025. (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: i.The time-based restricted stock granted in 2025, 2024, and 2023 vest in four equal, annual installments beginning one year from the date of the grant, subject to continued service, except for special quarterly restricted stock awards granted to Mr. Westenberger (in connection with his service as interim CEO) in 2025 that vest on the one-year anniversary of each quarterly award’s grant date, and Ms. Krugman (in connection with her promotion in 2023) that include a portion that cliff vests on the third anniversary of the date of grant, subject to continued service. ii.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 year 2026. For 2024, 34% of the total award of performance-based restricted shares included a relative TSR component (the “Market-Based Restricted Shares”). Assuming the achievement of maximum performance under the performance-based restricted shares, the values of the 2024 awards would be as follows: (1) Mr. Westenberger: $1,719,907; (2) Ms. Smith: $745,675; (3) Mr. Casey: $7,453,053; and (4) Ms. Krugman: $1,719,907. 54

  55. FISCAL 2025 SUMMARY COMPENSATION TABLE*

    | Name | Grant Date | Time-Based Restricted Shares – 4 Year Vest | Time-Based Restricted Shares – 3 Year Cliff Vest | Time-Based Restricted Shares – 1 Year Vest | Performance- Based Restricted Shares | Market- Based Restricted Shares | Grant Date Fair Value per Share | | Douglas C. Palladini | 4/3/2025 | 98,400 | — | — | — | — | $35.57 | | | 4/3/2025 | — | — | — | — | 98,400 | $14.79 | | Richard F. Westenberger | 1/8/2025 | — | — | 5,878 | — | — | $51.04 | | | 2/26/2025 | 35,448 | — | — | — | — | $42.32 | | | 4/1/2025 | — | — | 2,436 | — | — | $41.06 | | | 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 | | Emily D. Evert | 8/8/2025 | 78,868 | — | — | — | — | $25.36 | | | 2/28/2024 | — | — | — | — | — | $81.95 | | | 2/27/2023 | — | — | — | — | — | $74.06 | | Allison M. Peterson | 2/26/2025 | 15,360 | — | — | — | — | $42.32 | | | 8/9/2024 | 39,930 | — | — | — | — | $62.63 | | | 2/27/2023 | — | — | — | — | — | $74.06 | | Karen G. Smith | 2/26/2025 | 17,724 | — | — | — | — | $42.32 | | | 2/28/2024 | 3,968 | — | — | 2,619 | — | $81.95 | | | 2/28/2024 | — | — | — | — | 1,349 | $117.28 | | | 2/27/2023 | 5,404 | — | — | 5,404 | — | $74.06 | | 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 | | Kendra D. Krugman | 2/26/2025 | 23,632 | — | — | — | — | $42.32 | | | 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 |

  56. FISCAL 2025 SUMMARY COMPENSATION TABLE*

    (d)Reflects dollar value of all compensation earned in fiscal 2025, 2024, and 2023 pursuant to the Incentive Compensation Plan, including all annual cash incentive compensation. (e)The amounts shown as “All Other Compensation” for fiscal 2025 consist of the following:

  57. FISCAL 2025 SUMMARY COMPENSATION TABLE*

    | Name | Relocation Expenses (i) | Severance (ii) | 401 (k) Company Match | Dividends Paid on Unvested Restricted Stock | Other (iii) | Total | | Douglas C. Palladini | $267,450 | $— | $13,846 | $147,600 | $4,355 | $433,251 | | Richard F. Westenberger | $— | $— | $14,000 | $117,703 | $— | $131,703 | | Emily D. Evert | $— | $— | $3,500 | $39,434 | $231 | $43,165 | | Allison M. Peterson | $— | $— | $14,000 | $80,694 | $— | $94,694 | | Karen G. Smith | $— | $— | $14,000 | $57,388 | $— | $71,388 | | Michael D. Casey | $— | $— | $— | $129,493 | $— | $129,493 | | Kendra D. Krugman | $— | $149,039 | $— | $82,094 | $— | $231,133 |

  58. FISCAL 2025 SUMMARY COMPENSATION TABLE*

    (i) Represent relocation expenses paid to Mr. Palladini in connection with his relocation from California to the Company’s headquarters in Atlanta, Georgia. (ii) Represents severance paid to Ms. Krugman which is described in the section entitled “Potential Payments upon Termination or Change of Control”. (iii) Consist of benefits paid to Ms. Evert as part of Carter’s Bring Your Own Device policy, and reimbursement for legal fees in connection with reviewing an offer letter and related documentation with respect to Mr. Palladini. 55

  59. FISCAL 2025 GRANTS OF PLAN-BASED AWARDS

    FISCAL 2025 GRANTS OF PLAN-BASED AWARDS The following table provides information concerning each grant of plan-based awards made to an NEO in fiscal 2025. 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 2025. The last column reports the aggregate grant date fair value of all awards made in fiscal 2025 as if they were fully vested on the grant date, computed in accordance with FASB ASC Topic 718. For equity awards that are subject to performance conditions, the last column reports the value at the grant date based upon the probable outcome of such conditions consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under FASB ASC Topic 718, excluding the effect of estimated forfeitures.

  60. FISCAL 2025 GRANTS OF PLAN-BASED AWARDS

    | | | | Estimated Future Payouts Under Non- Equity Incentive Plan Awards (a) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares or Units | Grant Date Fair Value of Stock and Option Name Awards | | Name | Award Type | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | (#) | | | Douglas C. Palladini | Cash Incentive Compensation | — | $336,575 | $1,346,300 | $2,019,450 | — | — | — | | $— | | | Shares (b) | 4/3/2025 | — | — | — | — | | | 98,400 | $3,500,088 | | | Shares (c) | 4/3/2025 | — | — | — | 32,800 | 65,600 | 98,400 | | $1,455,336 | | Richard F. Westenberger | Cash Incentive Compensation | — | $193,750 | $775,000 | $1,162,500 | — | — | — | | $— | | | Shares (b) | 2/26/2025 | — | — | — | — | | | 35,448 | $1,500,159 | | | Shares (d) | 1/8/2025 | — | — | — | — | 5,878 | 5,878 | 5,878 | $300,013 | | | Shares (d) | 4/1/2025 | — | — | — | — | 2,436 | 2,436 | 2,436 | $100,022 | | Emily D. Evert | Cash Incentive Compensation | — | $121,875 | $487,500 | $731,250 | — | — | — | | $— | | | Shares (b) | 8/8/2025 | — | — | — | — | | | 78,868 | $2,000,092 | | Allison M. Peterson | Cash Incentive Compensation | — | $140,625 | $562,500 | $843,750 | | — | — | | $— | | | Shares (b) | 2/26/2025 | $— | $— | $— | — | | | 15,360 | $650,035 | | Karen G. Smith | Cash Incentive Compensation | — | $111,575 | $446,250 | $669,375 | — | — | — | | $— | | | Shares (b) | 2/26/2025 | — | — | — | — | | | 17,724 | $750,080 | | Michael D. Casey | Cash Incentive Compensation | — | $— | $— | $— | — | — | — | | $— | | Kendra D. Krugman | Cash Incentive Compensation | — | $132,650 | $530,600 | $795,900 | — | — | — | | $— | | | Shares (b) | 2/26/2025 | — | — | — | — | | | 23,632 | $1,000,106 |

  61. FISCAL 2025 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 91% of "Target" for 2025 resulting in annual cash incentive compensation payouts of: $1,225,200 with respect to Mr. Palladini, $705,300 with respect to Mr. Westenberger, $443,700 with respect to Ms. Evert, $511,900 with respect to Ms. Peterson, $406,100 with respect to Ms. Smith, and $482,900 with respect to Ms. Krugman. Mr. Casey did not receive annual cash incentive compensation due to his retirement. The amounts also reflect pro-ration with respect to Mr. Palladini and Ms. Krugman based on the number of days in 2025 that they worked at Carter’s. For more information, see the “2025 Annual Cash Incentive Compensation” section. (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, subject to continued service. (c)Market-Based Restricted Shares were granted pursuant to the Equity Incentive Plan. The amounts shown under the “Threshold” column represent 1/3 of the award, assuming 30% growth (over the stock price on the date of grant) in the Company’s stock price for 20 consecutive trading days within three years of the grant date. The amounts shown under the “Target” column represent another 1/3 of the award, assuming 60% growth (over the stock price on the date of grant) in the Company’s stock price for 20 consecutive trading days within three years of the grant date. The amounts shown under the “Maximum” column represent another 1/3 of the award, assuming 90% growth (over the stock price on the date of grant) in the Company’s stock price for 20 consecutive trading days within three years of the grant date. 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 56 (d)Shares of time-based restricted stock were granted pursuant to the Equity Incentive Plan. These restricted shares vest on the one-year anniversary of the grant date, subject to continued service. 57

  62. OUTSTANDING EQUITY AWARDS AT FISCAL 2025 YEAR-

    OUTSTANDING EQUITY AWARDS AT FISCAL 2025 YEAR-

  63. OPTION EXERCISES AND STOCK VESTED IN FISCAL 2025

    OPTION EXERCISES AND STOCK VESTED IN FISCAL 2025 The following table provides information concerning our NEOs’ exercises of stock options and vesting of restricted stock (both time and performance-based) during fiscal 2025. 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.

  64. OPTION EXERCISES AND STOCK VESTED IN FISCAL 2025

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) (a) | | Douglas C. Palladini | — | $— | — | $— | | Richard F. Westenberger | — | $— | 9,425 | $441,871 | | Emily D. Evert | — | $— | — | $— | | Allison M. Peterson | — | $— | 9,980 | $253,093 | | Karen G. Smith | — | $— | 4,877 | $160,930 | | Michael D. Casey | — | $— | 106,981 | $4,709,606 | | Kendra D. Krugman | — | $— | 6,479 | $300,567 |

  65. OPTION EXERCISES AND STOCK VESTED IN FISCAL 2025

    (a)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

  66. NONQUALIFIED DEFERRED COMPENSATION

    NONQUALIFIED DEFERRED COMPENSATION Historically, eligible employees, including our NEOs, could 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”), a nonqualified deferred compensation plan. Under the Deferred Compensation Plan, participants could defer up to 75% of their salary and/or 90% of their cash bonus. At the option of the participant, these amounts could 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 were 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 was required to 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 were to separate from service prior to the elected commencement date for distributions and had not attained age 62, or age 55 and completed ten years of service, then the deferred amounts would be distributed as a lump sum, regardless of the method of distribution originally elected by the participant. If the participant in question had attained age 62, or age 55 with ten years of service and had previously elected to do so on a timely basis, then the participant would have received 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. On August 14, 2025, the Board, upon the recommendation of the Committee, terminated the Deferred Compensation Plan, effective as of September 30, 2025 (the “Termination Date”). The Board terminated the Deferred Compensation Plan in response to, among other things, low participation by the Company’s eligible employees combined and ongoing administrative complexity and costs. In accordance with Section 409A of the Internal Revenue Code of 1986, as amended, and as a result of termination of the Deferred Compensation Plan, all plan participants (and any beneficiaries) will receive a single, lump sum payout of the full balance of their respective accounts as of a final payment date, which is scheduled to occur as soon as practicable after twelve months following the Termination Date, but in no event later than 24 months after the Termination Date. Until the final payment date, the Deferred Compensation Plan will continue to operate in the ordinary course. For example, distributions of accounts that are set to occur prior to the final payment date will be made as scheduled under the terms of the Deferred Compensation Plan and plan participants’ accounts will continue to be adjusted for earnings and losses based on the selected deemed investments in accordance with the terms of the Deferred Compensation Plan, but no deferrals will occur after the Termination Date and no new participants will be permitted to enroll after the Termination Date. 61

  67. NONQUALIFIED DEFERRED COMPENSATION

    | Name | Employee Contributions in 2025 (a) | Company Contributions in 2025 | Aggregate Earnings in 2025 (b) | Aggregate Withdrawals or Distributions | Aggregate Balance at End of 2025 (c) | | Douglas C. Palladini | $— | $— | $— | $— | $— | | Richard F. Westenberger | $3,815 | $— | $43,799 | $— | $382,166 | | Emily D. Evert | $— | $— | $— | $— | $— | | Allison M. Peterson | $17,308 | $— | $2,435 | $— | $19,743 | | Karen G. Smith | $— | $— | $— | $— | $— | | Michael D. Casey | $— | $— | $— | $— | $— | | Kendra D. Krugman | $— | $— | $— | $— | $— |

  68. NONQUALIFIED DEFERRED COMPENSATION

    (a)All of the amounts reported in this column for Mr. Westenberger and Ms. Peterson are also included within the amounts reported for that officer in the Summary Compensation Table. (b)None of the amounts reported in this column are reported in the Summary Compensation Table because the Company does not pay above- market 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.

  69. POTENTIAL PAYMENTS UPON TERMINATION OR

    POTENTIAL PAYMENTS UPON TERMINATION OR

  70. PAY RATIO DISCLOSURE

    PAY RATIO DISCLOSURE The following information about the relationship between the compensation of our employees and the compensation of Mr. Palladini, our Chief Executive Officer & President (our Principal Executive Officer, or “PEO,” for fiscal 2025), is provided in compliance with the requirements of Item 402(u) of Regulation S-K (the “Pay Ratio Disclosure Requirement”). In fiscal 2025, the total compensation of our median-compensated employee was $13,844. We selected a new median employee in fiscal 2025 due to last year’s median employee departing the Company in fiscal 2025. Our median employee is a part-time employee at one of our U.S. retail store locations whose annual total compensation for fiscal 2025 (as calculated pursuant to Item 402(c)(2)(x) of Regulation S-K) was $13,844. The annual total compensation for fiscal 2025 for our PEO was $7,496,679. The resulting ratio of our PEO’s pay to the pay of our median employee for fiscal 2025 was 542:1.

  71. 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:

  72. PAY VERSUS PERFORMANCE DISCLOSURE

    | Year (a) | | | | | | | | | | | Summary Compensation Table Total for Michael D. Casey (b) | Compensation Actually Paid to Michael D. Casey(1) (c) | Summary Compensation Table Total for Douglas C. Palladini (b) | Compensation Actually Paid to Douglas C. Palladini (2) (c) | Summary Compensation Table Total for Richard F. Westenberger (b) | Compensation Actually Paid to Richard F. Westenberger (3) (c) | Average Summary Compensation Table Total for Non-PEO NEOs (d) | Average Compensation Actually Paid to Non-PEO NEOs(4) (e) | | 2025 | $387,185 | $(1,952,845) | $7,496,679 | $7,176,879 | $3,964,938 | $2,979,091 | $2,309,931 | $1,273,085 | | 2024 | 9,146,769 | 2,030,618 | — | — | — | — | 2,242,388 | 586,590 | | 2023 | 10,088,133 | 7,858,875 | — | — | — | — | 3,061,079 | 2,624,467 | | 2022 | 8,606,754 | 4,760,564 | — | — | — | — | 2,264,230 | 1,619,056 | | 2021 | 11,056,385 | 13,931,119 | — | — | — | — | 3,801,288 | 4,249,437 |

  73. PAY VERSUS PERFORMANCE DISCLOSURE

    | Year (a) | Value of Initial Fixed $100 investment based on: | | | | | | Total Shareholder Return(5) (f) | Peer Group Total Shareholder Return(6) (g) | Net Income (dollars in thousands)(7) (h) | Adjusted Operating Income (dollars in thousands)(8) (i) | | 2025 | $41.57 | $68.73 | $91,796 | $175,991 | | 2024 | 66.48 | 75.04 | 185,509 | 286,550 | | 2023 | 87.61 | 79.40 | 232,500 | 327,816 | | 2022 | 83.53 | 73.49 | 250,038 | 388,171 | | 2021 | 109.08 | 112.50 | 339,748 | 500,764 |

  74. PAY VERSUS PERFORMANCE DISCLOSURE

    (1)The dollar amounts reported in the column “Compensation Actually Paid to Michael D. Casey” (column (c)) represent the amount of Compensation Actually Paid 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. (2)The dollar amounts reported in the column “Compensation Actually Paid to Douglas C. Palladini” (column (c)) represent the amount of Compensation Actually Paid to Mr. Palladini, our Chief Executive Officer & President, 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. (3)The dollar amounts reported in the column “Compensation Actually Paid to Richard F. Westenberger” (column (c)) represent the amount of Compensation Actually Paid to Mr. Westenberger, who served as Interim Chief Executive Officer & President from January 5, 2025 through April 3, 2025, 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 Compensation Actually Paid to the CEO, for each of the years shown, the following amounts were deducted from and added to Summary Compensation Table total compensation:

  75. PAY VERSUS PERFORMANCE DISCLOSURE

    | | PEO Summary Compensation Table Total to Compensation Actually Paid Reconciliation for Michael D. Casey | | | | | Year | Summary Compensation Table Total | Deductions from Summary Compensation Table Total(i) | Equity Award Adjustments(ii) | Compensation Actually Paid | | 2025 | $387,185 | $— | $(2,340,030) | $(1,952,845) | | 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 |

  76. PAY VERSUS PERFORMANCE DISCLOSURE

    66

  77. PAY VERSUS PERFORMANCE DISCLOSURE

    | | PEO Summary Compensation Table Total to Compensation Actually Paid Reconciliation for Douglas C. Palladini | | | | | Year | Summary Compensation Table Total | Deductions from Summary Compensation Table Total(i) | Equity Award Adjustments(ii) | Compensation Actually Paid | | 2025 | $7,496,679 | $(4,955,424) | $4,635,624 | $7,176,879 |

  78. PAY VERSUS PERFORMANCE DISCLOSURE

    | | PEO Summary Compensation Table Total to Compensation Actually Paid Reconciliation for Richard F. Westenberger | | | | | Year | Summary Compensation Table Total | Deductions from Summary Compensation Table Total(i) | Equity Award Adjustments(ii) | Compensation Actually Paid | | 2025 | $3,964,938 | $(1,900,195) | $914,348 | $2,979,091 |

  79. 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.

  80. PAY VERSUS PERFORMANCE DISCLOSURE

    | | PEO Equity Component of Compensation Actually Paid for Michael D. Casey | | | | | | | | 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 | | 2025 | $— | $(1,226,660) | $— | $(1,113,370) | — | — | $(2,340,030) | | 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 |

  81. PAY VERSUS PERFORMANCE DISCLOSURE

    | | PEO Equity Component of Compensation Actually Paid for Douglas C. Palladini | | | | | | | | 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 | | 2025 | $4,635,624 | $— | $— | $— | — | — | $4,635,624 |

  82. PAY VERSUS PERFORMANCE DISCLOSURE

    | | PEO Equity Component of Compensation Actually Paid for Richard F. Westenberger | | | | | | | | 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 | | 2025 | $1,452,898 | $(467,418) | $— | $(71,132) | — | — | $914,348 |

  83. PAY VERSUS PERFORMANCE DISCLOSURE

    67 (4)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: 2025—Emily Evert, Allison Peterson, Karen Smith, and Kendra Krugman; 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. 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.

  84. 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 | | 2025 | $2,309,931 | $(1,100,078) | $63,232 | $1,273,085 | | 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 |

  85. 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 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 SCT total compensation is detailed in the supplemental table below.

  86. 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 | | 2025 | $1,125,347 | $(443,311) | $— | $(148,910) | $(469,894) | $— | $63,232 | | 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 |

  87. PAY VERSUS PERFORMANCE DISCLOSURE

    (5)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. (6)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. (7)The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. (8)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.

  88. 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 January 3, 2026. 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 68 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.

  89. 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 five completed years: 69 70 TRANSACTIONS WITH RELATED PERSONS,