DEF 14A of Wolverine World Wide Inc /De/, Mar 20, 2024

DEF 14A of Wolverine World Wide Inc /De/

Filed Mar 20, 2024 · FY20230001140361-24-014365

Open on EDGAR

  1. ELECTION OF DIRECTORS FOR TERMS EXPIRING IN 2027

    ELECTION OF DIRECTORS FOR TERMS EXPIRING IN 2027 The Company's Board consists of ten directors. The Company's By-Laws establish three classes of directors with each class serving three-year terms. The Board has nominated three directors for election at the Annual Meeting, as outlined in the table below. Each director nominee has been nominated to serve for a three-year term expiring at the annual meeting of shareholders to be held in 2027. The Board recommends that shareholders vote “FOR” each of the nominees named below.

  2. ELECTION OF DIRECTORS FOR TERMS EXPIRING IN 2027

    | | Age | Director Since | Independent | Committees | Proposed Term Expiration | Other Public Company Directorships | | Brenda J. Lauderback Chair, Denny’s Corporation; Retired President, Wholesale and Retail Group, Nine West Group, Inc. | 73 | 2003 | ✔ | Governance (Chair) | 2027 | Denny's Corporation (Chair) Sleep Number Corporation | | Stacia Andersen Former Executive Vice President, Chief Customer Officer, PetSmart LLC | 53 | 2023 | ✔ | Audit | 2027 | None | | DeMonty Price Former President, Chief Operating, Service and Values Officer, RH, formerly known as Restoration Hardware | 62 | 2023 | ✔ | Compensation and Human Capital | 2027 | None |

  3. ELECTION OF DIRECTORS FOR TERMS EXPIRING IN 2027

    Detailed director biographies can be found on pages 21-30 of the Proxy Statement.

  4. ELECTION OF DIRECTORS FOR TERMS EXPIRING IN 2027

    | 2024 PROXY STATEMENT | | 9 |

  5. BOARD OF DIRECTORS

    BOARD OF DIRECTORS The shareholders elect directors to serve on the Company's Board of Directors (the “Board of Directors” or “Board”). The Board oversees the management of the business by the Chief Executive Officer (“CEO”) and senior management. In addition to its general oversight function, the Board's responsibilities include, but are not limited to, the following:

  6. BOARD OF DIRECTORS

    | • | Reviewing and approving the Company's financial and other key objectives and strategic business plans, and monitoring implementation of those plans and the Company's success in meeting identified objectives |

  7. BOARD OF DIRECTORS

    | • | Selecting, evaluating and approving the compensation of the CEO and overseeing CEO succession planning |

  8. BOARD OF DIRECTORS

    | • | Providing advice and oversight regarding the selection, evaluation, development and compensation of management |

  9. BOARD OF DIRECTORS

    | • | Overseeing the Company's process for assessing and managing risk and mitigation activities |

  10. BOARD OF DIRECTORS

    | • | Nominating the Company’s director candidates and appointing committee members |

  11. BOARD OF DIRECTORS

    | • | Engaging in succession planning for the Board and key leadership roles on the Board and its committees |

  12. BOARD OF DIRECTORS

    | • | Shaping effective corporate governance |

  13. BOARD OF DIRECTORS

    | • | Reviewing and monitoring administration of policies and procedures to safeguard the integrity of the Company's business operations and financial reporting and to promote compliance with applicable laws and regulations |

  14. Director Nominees with Proposed Terms

    Director Nominees with Proposed Terms

  15. Director Nominees with Proposed Terms

    | BRENDA J. LAUDERBACK Age: 73 Director since: 2003 | | | | | | Chair, Denny's Corporation; Retired President, Wholesale and Retail Group, Nine West Group, Inc. | Board Committees: Governance (Chair) | Other Public Directorships: Denny’s Corporation (since 2005), Board Chair (since 2016) Sleep Number Corporation (since 2004) | | Career Highlights: • Nine West Inc., a footwear wholesale retailer and distributor ° President, Wholesale and Retail Group (1995 – 1998) • US Shoe Corporation, a footwear manufacturer, retailer and distributor ° President, Wholesale and Manufacturing Division, a position that included responsibility for offices in China, Italy and Spain (1993 – 1995) • Dayton Hudson Corporation (now Target Corporation), a retail company ° Held various positions including Vice President, General Manager of shoes, accessories and children’s (1975 – 1993) | | | | | Experience and Skills: • Footwear/Apparel: Spent more than 25 years in the industry in various positions of increasing responsibility resulting in deep expertise in all aspects of the industry, including merchandising, marketing, product development and design and manufacturing. • Retail: Comprehensive understanding of what is integral to being a successful retail company gained over her career and further developed through her board experience, where she has been intimately involved in the transformation of retail and consumer preferences to a more digital and technology focus. • Public Company Governance: Extensive experience gained serving as the Chair of Denny’s, a restaurant company, and a Director of Sleep Number Corporation, a bed manufacturer and retailer, and formerly serving on the board of Big Lots, Inc., a retail company, from 1998 to 2015. • Ms. Lauderback also brings marketing, brand building, global supply chain, and international business experience and expertise to the Board. | | | | | Education: • BS, Marketing, Robert Morris University | | | | | Other Affiliations and Acknowledgements: • Named to the National Association of Corporate Directors (NACD) 2017 Directorship 100 list | | | |

  16. Director Nominees with Proposed Terms

    | 2024 PROXY STATEMENT | | 21 |

  17. Director Nominees with Proposed Terms

    | STACIA ANDERSEN Age: 53 Director since: 2023 | | | | | | Former Executive Vice President, Chief Customer Officer, PetSmart LLC | Board Committees: Audit | Other Public Directorships: None | | Career Highlights: • PetSmart LLC, a specialty retailer of products, services, and solutions for pets ° Executive Vice President and Chief Customer Officer (2022-2024) ° Executive Vice President, Merchandising and Customer Experience (2019 - 2021) • Abercrombie & Fitch Co., a specialty retailer of apparel and accessories for men, women and kids ° Brand President (2016 - 2018) • Target Corporation, a general merchandise retailer (1994 – 2015) ° Held various leadership roles, including Senior Vice President of Merchandising for the Apparel, Accessories and Baby, and Home and Seasonal divisions | | | | | Experience and Skills: • Brand Building: Impressive history overseeing brand development, including serving as Brand President of Abercrombie & Fitch, where she led the rebuilding and transformation of all aspects of the Abercrombie & Fitch and abercrombie kids brands. This builds on her experience at Target where she created strong brand strategies for multiple divisions. • Digital/eCommerce: Played an instrumental role in overhauling the Abercrombie & Fitch store into a complete omnichannel experience and oversaw the digital and omnichannel transformation at PetSmart. • Global Supply Chain: Extensive experience gained over her 20 years at Target where she served as a buyer, a divisional sourcing manager, Vice President of Global Sourcing, and President of Target Sourcing Services/Associated Merchandising Corporation, which included responsibility for $30B in annual imports from 40 countries. • Ms. Andersen also brings footwear/apparel, international business, retail, and marketing experience and expertise to the Board. | | | | | Education: • BA, Marketing and Communications, Buena Vista University | | | |

  18. Director Nominees with Proposed Terms

    | 2024 PROXY STATEMENT | | 22 |

  19. Director Nominees with Proposed Terms

    | DEMONTY PRICE Age: 62 Director since: 2023 | | | | | | Former President, Chief Operating, Service and Values Officer, RH, formerly known as Restoration Hardware | Board Committees: Compensation and Human Capital | Other Public Directorships: None | | Career Highlights: • RH, a curator of design, taste and style in the luxury lifestyle market ° President and Chief Operating, Service and Values Officer (2017 – 2022) ° Co-President, Chief Operating Services and Values Officer (2016 – 2017) ° Chief Service and Values Officer (2015 – 2016) ° Senior Vice President of Retail Galleries and Operations, and Chief Values Officer (2006 – 2015) ° Vice President of Stores (2003 – 2006) ° West Regional (2002 – 2003) • Williams-Sonoma, Inc. ° Held various field leadership roles including Northwest District Manager (1999 – 2002) • Nike Inc. ° Director of P.L.A.Y. (1997 – 1999) • Gap Inc. ° District Manager (1993 – 1997) ° Manager of Diversity (1993 – 1997) | | | | | Experience and Skills: • Retail: Extensive experience gained over his more than 35 years in senior leadership positions at global leading retailers, where he oversaw all aspects of operations from human resources and store design to supply chain and distribution. • Operations: Deep understanding of the complexities involved in maintaining a global supply chain gained as President and Chief Operating, Service and Values Officer with responsibilities for overseeing the supply chain function, main brand retail stores, outlets, hospitality, human resources, distribution centers, home delivery, customer service and facilities for RH. • Brand Building: Strong track record of leading company transformations that drove increased company and shareholder profits, including at Williams-Sonoma, where he rebuilt an underperforming district to become the top-performing stores for the company in the US, and at RH, where he supported the company’s significant operational restructuring that included the implementation of a new workforce in the RH galleries companywide. • Mr. Price also brings finance, human capital management and international business experience and expertise to the Board. | | | | | Education: • BS, Fashion Merchandising, Oregon State University | | | |

  20. Director Nominees with Proposed Terms

    The Board recommends that you vote “FOR” the election of the above nominees for proposed terms expiring in 2027.

  21. Director Nominees with Proposed Terms

    | 2024 PROXY STATEMENT | | 23 |

  22. Directors with Terms

    Directors with Terms

  23. Directors with Terms

    | JEFFREY M. BOROMISA Age: 69 Director since: 2006 | | | | | | Retired Executive Vice President, Kellogg International, President, Latin America and Senior Vice President, Kellogg Company | Board Committees: Audit (Chair) Governance | Other Public Directorships: None | | Career Highlights: • Kellogg Company, a global food manufacturing company (1981 – 2009) ° Senior Vice President and member of the Global Leadership Team (2004 – 2009) ° Executive Vice President, Kellogg International (2007 – 2009) ° President, Latin America (2008 – 2009) ° President, Asia Pacific (2007 - 2008) ° Chief Financial Officer (2004 - 2006) | | | | | Experience and Skills: • Finance: Deep expertise developed during his 25 years serving in financial roles at Kellogg, where he was hired as a senior auditor and promoted to positions with increasing responsibility until being named Chief Financial Officer. In that role, he had responsibility for the strategic planning, implementation, and management of all finance activities, including business planning, budgeting, forecasting, risk and governance. • International Business: Substantial experience gained through his tenure at Kellogg, a large global company, where early in his career he was Controller for Kellogg de Mexico based in Queretaro, Mexico and later lead operations for the company’s Asia Pacific and Latin America divisions. • Audit Committee and Governance: Mr. Boromisa is a Board member of Board of Haworth International, Inc. and serves as the Chair of Haworth’s Audit Committee. Mr. Boromisa is also a Trustee of Hawaii Pacific University and serves at the Vice-Chair of Hawaii Pacific’s Finance and Investment Committee. • Mr. Boromisa also brings global supply chain, brand building, marketing, and public company governance experience and expertise to the Board. | | | | | Education: • BA, Accounting, Michigan State University • Completed graduate courses, Thunderbird, the American Graduate School of International Management • CPA and a member of the American Institute of Certified Public Accountants | | | |

  24. Directors with Terms

    | 2024 PROXY STATEMENT | | 24 |

  25. Directors with Terms

    | CHRISTOPHER E. HUFNAGEL Age: 51 Director since: 2023 | | | | | | President and Chief Executive Officer, Wolverine Worldwide | Board Committees: None | Other Public Directorships: None | | Career Highlights: • Wolverine World Wide, Inc. (since 2008) ° President and Chief Executive Officer (since 2023) ° President (2023) ° President, Active Group (2022 – 2023) ° Global Brand President, Merrell (2019 – 2022) ° Global Brand President, CAT Footwear (2018 – 2019) ° Senior Vice President & Head of Corporate Strategy (2013 – 2018) ° President of Direct-to-Consumer (2008 – 2013) • Under Armour, an activewear clothing and accessories retailer ° Vice President of Retail (2007 – 2008) • Gap, a clothing and accessories retailer ° Vice President of Brand Store Experience (2003 – 2007) • Abercrombie & Fitch, a specialty retailer of apparel and accessories for men, women and kids ° Director of Presentation (1998 – 2003) | | | | | Experience and Skills: • Footwear/Apparel: Extensive experience in the sector having spent his career at leading global footwear and apparel companies in positions of leadership and increasing responsibility including business development, portfolio management, M&A, investor relations, and corporate communications. • Brand Building: Demonstrated track record of successfully building global brands gained over decades of omnichannel brand-building experience that began at Abercrombie & Fitch, where he helped create the look of the Hollister brand. As Vice President of Brand Store Experience at Gap, a position the company created for him, he led the very successful redesign of Gap stores to be more friendly, approachable and personal, and to ensure that every aspect of Gap’s stores reinforced how the company wanted its customers to feel about the brand. He further developed this expertise over the past 15 years at Wolverine, where he started the Company’s consumer insights and market intelligence function to build stronger connections with consumers, he led the Company’s transformation initiative, WOLVERINE WAY FORWARD, to help the organization compete better in the fast-changing global marketplace, and he has led all of the Company’s footwear brands. • Retail: Deep expertise in all aspects of successfully operating a retail company gained at Abercrombie & Fitch and Gap, where he was responsible for in-store presentation, visual merchandising, and marketing, at Under Armour, where he served as Vice President of Retail and was responsible for the development, execution, and roll-out of the company’s retail strategy, and at Wolverine, where he initially was responsible for all direct-to-consumer operations, including e-commerce. Due to his keen sense for global trends and consumer desires, and deep understanding of the importance of having good relationships with the Company’s customers, he was promoted to positions of increasing responsibility including Global Brand President of CAT Footwear, where he took aggressive actions to help the team rapidly evolve its growth and go-to-market strategies. He also served as Global Brand President of Merrell, where he oversaw the Wolverine Worldwide Kid's Group, as well as Global Licensing for the Company, and as President of the Active Group, with responsibility for Merrell, Saucony, and Chaco. • Mr. Hufnagel also brings executive leadership, international business, digital/eCommerce/IT, and global supply chain experience and expertise to the Board. | | | | | Education: • BA, Political Science & History, Alma College | | | |

  26. Directors with Terms

    | 2024 PROXY STATEMENT | | 25 |

  27. Directors with Terms

    | DAVID T. KOLLAT Age: 85 Director since: 1992 | | | | | | President and Chairman, 22, Inc. | Board Committees: Audit Compensation and Human Capital | Other Public Directorships: None | | Career Highlights: • 22 Inc., a company specializing in research and management consulting for retailers and consumer goods manufacturers ° Chairman and President (since 1987) • The Limited, Inc., a publicly traded, multinational apparel, lingerie, and bath and body retail company that became L Brands ° Served in senior leadership positions, including as Executive Vice President, Marketing, President of Victoria’s Secret Direct, and as a member of its executive committee (1976 – 1987) • Management Horizons, a research and consulting firm specializing in marketing and retailing for consumer goods companies ° Executive Vice President (1972 – 1976) | | | | | Experience and Skills: • Retail: Comprehensive understanding of the industry developed over many years spent researching, consulting and serving in leadership positions, including co-founding the Retail Intelligence System, a syndicated research program that has served over 200 companies. He developed the first computerized data base of all publicly-held retailing companies; pioneered new demographic, psychographic, and store positioning techniques in retailing; and adapted strategic and long-range planning systems to retailing. • Marketing: Deep expertise first gained while at Management Horizons, where he directed and participated in consulting and research projects for companies in most major sectors of retailing and consumer goods marketing. This was further developed at Limited, where he, among other things, developed and implemented marketing positioning strategies and marketing departments for Limited Express, Victoria’s Secret and Lane Bryant. This experience informed the six books and numerous articles he has authored or co-authored on consumer behavior as well as marketing strategy, business strategy and corporate strategy. • Public Company Governance: Significant experience through service on more than 20 boards of directors, including public company boards such as The Limited Inc. and its successor company, L Brands, where he served for 43 years; Sleep Number, a bedding manufacturer and retailer; Big Lots, a general merchandise close-out retailer; Cone Mills, a denim and fabric manufacturer; and Cooker Restaurant Company. He also served as Lead Independent Director of Wolverine from 2007 until November 2022 and has served as chair of the audit, compensation, and nominating and governance committees of additional publicly held companies. • Dr. Kollat also brings executive leadership, footwear/apparel, brand building, digital/eCommerce/IT, finance, and international business experience and expertise to the Board. | | | | | Education: • BBA, MBA, Marketing & Finance, Western Michigan University – Haworth College of Business • DBA, Marketing, Finance, Management, Economics, Psychology, Indiana University – Kelley School of Business | | | | | Other Affiliations and Acknowledgements: • Selected as one of the ten outstanding directors in corporate America by the Outstanding Directors Exchange, a New York division of the Financial Times • Recognized as one of the top 100 directors in America by the National Association of Corporate Directors | | | |

  28. Directors with Terms

    | 2024 PROXY STATEMENT | | 26 |

  29. Directors with Terms

    | JODI BRICKER Age: 56 Director since: 2023 | | | | | | Former Chief Executive Officer, Quay Australia | Board Committees: Governance | Other Public Directorships: None | | Career Highlights: • Quay Australia, a global eyewear brand that sells sunglasses and prescription eyewear ° Chief Executive Officer (2019-2023) • The Gap, Inc., a worldwide clothing and accessories retailer ° Executive Vice President of Merchandising, Inventory Management and eCommerce, Athleta, Inc. (2016 - 2018) ° Executive Vice President and General Manager, Old Navy (2013 – 2016) ° Senior Vice President and General Manager, OldNavy.com (2011- 2013) ° Served in multiple roles for Gap Direct, including Director of Merchandising and then Vice President and General Manager of OldNavy.com (2001 – 2006) ° Merchant, across various roles including Women's, Men's and Kids divisions, Old Navy (1994 – 2001) • Levi Strauss & Co., an apparel company and a global leader in Jeanswear ° Held various senior leadership roles, including Vice President, eCommerce/Digital for Levi’s.com and Dockers.com, Interim General Manager, Dockers Retail, and Vice President, Levi Women's Merchandising (2006 – 2011) | | | | | Experience and Skills: • Retail: An experienced operator and strategic advisor in the consumer and retail space with a strong track record of driving high growth in vertical retail, ecommerce and wholesale channels across her more than 25+ years in senior leadership positions leading multinational apparel, accessories and lifestyle brands. • Digital/eCommerce: Deep omni-channel expertise gained over a decade of leading and growing e-commerce channels at Old Navy, where she helped launch the e-commerce channel within Gap, Inc., at Levi’s, a traditional brick and mortal retail company, where she built a successful global digital culture and led a multi-brand ecommerce division driving growth and expanding the brand’s presence online. And at Athleta, leading and resetting the product and omnichannel strategy and charting the long-range plan towards achieving 1B in revenue. • Brand Building and Product Expertise: Strong reputation for building brands beginning at Gap, Inc., where she was among a handful of merchants handpicked to launch Old Navy, which became one of the world's fastest growing retail brands. As CEO of Quay Australia, she led the Company to become one of the fastest growing independent brands in the eyewear industry and has helped expand the brand beyond sunglasses to the broader optical market. She brings deep expertise and a unique ability to connect consumer, product innovation and brand strategy to deliver growth and create products and brands that people love. • Ms. Bricker also brings CEO/executive leadership, footwear/apparel, sustainability, global business, marketing and brand management expertise to the Board. | | | | | Education: • BS, Merchandising, University of Arizona | | | |

  30. Directors with Terms

    | 2024 PROXY STATEMENT | | 27 |

  31. Directors with Terms

    Directors with Terms

  32. Directors with Terms

    | WILLIAM K. GERBER Age: 70 Director since: 2008 | | | | | | Managing Director, Cabrillo Point Capital LLC; Retired EVP and Chief Financial Officer, Kelly Services, Inc. | Board Committees: Audit Compensation and Human Capital | Other Public Directorships: Cleveland-Cliffs, Inc. (since 2020) | | Career Highlights: • Cabrillo Point Capital LLC, a private investment fund ° Managing Director (since 2008) • Kelly Services, Inc., a publicly traded global staffing solutions company ° Executive Vice President and Chief Financial Officer (1998 – 2007) • L Brands, Inc., a multinational apparel and retail company ° Served in various leadership positions (1983-1998), including Vice President, Finance and Vice President, Corporate Controller. | | | | | Experience and Skills: • Audit Committee Leadership: Served as Audit Committee Chair for three public companies including AK Steel Holding, Kaydon, and Wolverine Worldwide. • Finance: Deep expertise gained over 25 years in senior financial leadership positions that underpin his broad and keen understanding of complex financial and accounting matters and that he utilizes in his current position leading a private investment fund. • International Business: Experience gained serving at L Brands, a multinational company, and Kelly Services, which has operation in more than 35 countries. • Public Company Governance: Currently serves as a director of Cleveland-Cliffs, Inc., a publicly traded producer of iron ore and steel products, and was on the board of AK Steel Holding Corporation from 2007 until it merged with Cleveland-Cliffs in 2020. • Mr. Gerber also brings retail and footwear/apparel experience and expertise to the Board. | | | | | Education: • BS, Economics and Finance, University of Pennsylvania’s Wharton School • MBA, Finance, Harvard Business School | | | |

  33. Directors with Terms

    | 2024 PROXY STATEMENT | | 28 |

  34. Directors with Terms

    | TOM LONG CHAIRMAN OF THE BOARD Age: 65 Director since: 2011 | | | | | | Retired Chief Executive Officer, MillerCoors LLC | Board Committees: None | Other Public Directorships: Amcor PLC (since 2017) | | Career Highlights: • Bridger Growth Partners, LLC, a private investment fund ° Managing Partner (since 2015) • MillerCoors LLC, a joint venture between SABMiller and Molson Coors, two publicly traded beverage companies ° Chief Executive Officer (2011 – 2015) ° President and Chief Commercial Officer (2008 – 2011) • Miller Brewing Company, a beverage company ° Chief Executive Officer (2007 – 2008) ° Chief Marketing Officer (2005 – 2007) • The Coca-Cola Company, a beverage company (1988 – 2005) ° Various senior leadership positions including Vice President of Strategic Marketing, Global Brands; Vice President, Strategic Marketing Research and Trends; President of Coca Cola’s Great Britain and Ireland Division; and President of the Northwest Europe Division | | | | | Experience and Skills: • Brand Building: Established an impressive reputation for building strong global brands over more than 20 years in senior positions at category leading companies and subsequently serving as MillerCoors’ President and Chief Commercial Officer, where he played an integral role in building the now recognized brand of what was then a newly formed company. • International Business: Oversaw strategy and operations for multiple large, global companies including Coca-Cola, where he served as President of both the Great Britain and Ireland division and the Northwest Europe division. • Marketing: Developed exceptional marketing acumen and strong and lasting customer relationships at multiple consumer-focused brands. • Mr. Long also brings executive leadership, retail, and finance experience and expertise to the Board. | | | | | Education: • BA, English, University of North Carolina • MBA, Harvard Business School | | | |

  35. Directors with Terms

    | 2024 PROXY STATEMENT | | 29 |

  36. Directors with Terms

    | KATHLEEN WILSON-THOMPSON Age: 66 Director since: 2021 | | | | | | Retired Executive Vice President & Global Chief Human Resources Officer, Walgreens Boots Alliance Inc. | Board Committees: Compensation and Human Capital (Chair) Governance | Other Public Directorships: Tesla, Inc. (since 2019) McKesson Corporation (since 2022) | | Career Highlights: • Walgreens Boots Alliance, Inc., a global pharmacy and wellbeing company ° Executive Vice President and Global Chief Human Resources Officer (2014 – 2021) ° Senior Vice President and Chief Human Resources Officer (2010 – 2014) • Kellogg Company, a food manufacturing company ° Held various legal and operational roles, including most recently as Senior Vice President, Global Human Resources (1992 – 2010) | | | | | Experience and Skills: • Retail: Developed significant experience over her 25 years at two leading retailers. • International Business: Experience cultivated through her management roles and responsibilities at two global companies, in particular her responsibilities for employees worldwide. • Public Company Governance: Experience gained currently serving as a director of Tesla, an electric vehicle manufacturer, clean energy, energy generation and storage company, and McKesson Corporation, a publicly-traded pharmaceutical distribution and healthcare technology company. • Ms. Wilson-Thompson also brings brand building, legal, human capital management and finance experience and expertise to the Board. | | | | | Education: • BA, English Literature, University of Michigan • JD and LLM, Corporate and Finance Law, Wayne State University | | | |

  37. Directors with Terms

    | 2024 PROXY STATEMENT | | 30 |

  38. Director Compensation

    Director Compensation

  39. in Fiscal Year 2023

    | | Fees Paid in Cash | | Cash Amounts Voluntarily Deferred | | Fees Earned or Paid in Cash(1) | | Restricted Stock Unit Awards(2) | | Totals | | Andersen | $71,250 | + | — | = | $71,250 | + | $145,009 | = | $216,259 | | Boromisa | — | + | $132,000 | = | $132,000 | + | $145,009 | = | $277,009 | | Bricker | $69,000 | + | — | = | $69,000 | + | $145,009 | = | $214,009 | | Gerber | $107,000 | + | — | = | $107,000 | + | $145,009 | = | $252,009 | | Kollat | $107,000 | + | — | = | $107,000 | + | $145,009 | = | $252,009 | | Krueger(3) | $49,944 | + | — | = | $49,944 | + | — | = | $49,944 | | Lauderback | $115,750 | + | — | = | $115,750 | + | $145,009 | = | $260,759 | | Long(4) | $144,389 | + | — | = | $144,389 | + | $255,011 | = | $399,400 | | McCreight(5) | $33,556 | + | — | = | $33,556 | + | — | = | $33,556 | | Price | — | + | $69,000 | = | $69,000 | + | $145,009 | = | $214,009 | | Wilson-Thompson | $119,000 | + | — | = | $119,000 | + | $145,009 | = | $264,009 |

  40. Base Salary

    Base Salary As part of approving an NEO's base salary, the Committee considers a variety of factors including individual responsibilities, experience, skills, and potential to affect Wolverine Worldwide's overall performance, as well as market surveys and peer group information. The Committee considers these compensation factors subjectively, and no single factor or combination of factors was determinative in setting base salaries for any NEO for fiscal year 2023. Based on the above factors, the Committee approved the 2023 base salaries for the NEOs as noted in the following table. The base salary increases for the NEOs were based on their performance evaluations as well as consideration of peer group and broad-based industry compensation data, as described in detail below. The cash compensation for Ms. Soriano is paid in Pounds Sterling and was converted into U.S. dollars using the fiscal year-end rate (1.27 for fiscal 2023 and 1.20 for fiscal 2022) here and throughout the CD&A and related disclosures.

  41. Annual Bonus

    Annual Bonus In 2023, each NEO had the opportunity to earn annual cash incentive compensation (“annual bonus”), consisting of a performance bonus and an annual strategic priorities bonus:

  42. Annual Bonus

    | | Key Factors | | 2023 Company Metrics | | | Performance Bonus (75% weighting) | • | Based on performance measured against Company and/or business unit performance criteria established at the beginning of 2023 | • • | Revenue (50%) Adjusted pretax earnings (50%) | | | • | Payout determined by comparing performance against three performance levels: threshold, target, and stretch | | | | Annual Strategic Priorities (ASP) (25% weighting) | • | Measured against company/function ASP | • | Vary for each NEO | | | • | Each NEO's payout was determined by comparing performance on ASPs against specific criteria set at the beginning of 2023 | | | | | • | Payouts can range from 0% to 200% depending on the NEO's performance against ASPs | | |

  43. Annual Bonus

    A percentage of each NEO's 2023 base salary, as determined in February 2023, was set as the annual bonus target percentage (the “Target Bonus Percentage”), or adjusted thereafter. The Target Bonus Percentage represents the percentage of each NEO's base salary that could be earned as annual incentive compensation at a “target” performance level (100% payout) for each of the performance bonus and annual strategic priorities. Generally, the Committee sets higher Target Bonus Percentages for individuals with greater influence on business strategy, profit or sales. This puts a larger percentage of an NEO's total potential cash compensation at risk, in line with the NEO's ability to influence these factors. For 2023, the NEOs had the following Target Bonus Percentages: Mr. Hufnagel 120%, Ms. Soriano 55%, Mr. Stornant 65%, Mr. Zwiers 60%, Ms. Klimek 50% and Mr. Hoffman 120%. The Committee selected fiscal year 2023 revenue and adjusted pretax earnings as metrics for the performance bonus because it believes a strong correlation exists between performance on these financial measures and increases in shareholder value.

  44. Performance Bonus

    Performance Bonus Messrs. Hufnagel, Stornant, Zwiers, and Hoffman, and Ms. Klimek had significant influence on the Company's overall business performance and, accordingly, their respective performance bonus opportunity (75% of their total annual bonus opportunity) is based on the Company performance criteria only. Ms. Soriano was directly responsible for a specific business unit and exerted a significant influence on that business unit in particular, in addition to influencing Company performance. Accordingly, a large percentage of her overall annual bonus opportunity was based on business unit performance, as reflected in the table on page 46. As shown in the table below, the Committee also set three performance levels for each criterion: threshold (25% payout for adjusted pretax; 50% for revenue), target (100% payout), and stretch (200% payout). The Committee set the revenue and adjusted pretax earnings goals for these performance levels following a review of the Company's operating plan, historical performance, and industry and macroeconomic conditions. The performance targets were set aggressively, including setting the revenue performance target required for 100% payout at revenue growth of over 3% versus the prior fiscal year, after adjusting for businesses sold or discontinued in 2023 (most notably, the Keds brand business). The performance targets required for 100% payout on adjusted pretax goals were also set aggressively – at growth of over 46% versus the prior fiscal year’s adjusted pretax results. 2023 performance targets were set based on planned performance in 2023 and as compared to actual 2022 results.

  45. Performance Bonus

    | Company Performance Level (% of Target Payout)(1) | | | | | Revenue (in millions) | Adjusted Pretax Earnings (in millions) | | Threshold (25% for pretax; 50% for revenue) | $2,530 | $172.2 | | Target (100%) | $2,590 | $191.0 | | Stretch (200%) | $2,700 | $206.0 |

  46. Performance Bonus

    | 1. | The maximum payout an NEO can receive is 200% of his or her Target Bonus Percentage, even if performance is above stretch. An NEO would receive 0% of his or her Target Bonus Percentage if performance is below threshold. |

  47. Performance Bonus

    | 2024 PROXY STATEMENT | | 44 |

  48. Performance Bonus

    For each business unit, the Committee sets the revenue and adjusted pretax earnings at substantially similar levels of difficulty as the goals for the Company and with a similar degree of difficulty as in prior years. The below table shows historical weighted performance levels achieved by the business unit included as part of an NEO performance bonus in 2023.

  49. Performance Bonus

    | | Historical Group Performance | | | | | | | 2023 | 2022 | 2021 | 2020 | 2019 | | International Group | Below threshold | Between target and stretch | Between target and stretch | Below threshold | Between threshold and target |

  50. Performance Bonus

    | | 2023 Performance | Overall Weighted Payout by Group | | Wolverine Worldwide | Below Threshold | —% | | International Group | Below Threshold | —% |

  51. Performance Bonus

    Company and International Group revenue and pre-tax performance for 2023 was below threshold and resulted in no payout, as shown in the table below.

  52. Performance Bonus

    | Name | Performance Bonus (as a % of Total Annual Bonus Opportunity) | Performance Bonus Opportunity (as a % of an NEO's Target Percentage)(1) | Performance Bonus Percentage Earned(1) | Performance Bonus Paid(1) | | Hufnagel | 75% | 0 - 200% | —% | $0 | | Klimek | 75% | 0 - 200% | —% | $0 | | Soriano | 75% | 0 - 200% | —% | $0 | | Stornant | 75% | 0 - 200% | —% | $0 | | Zwiers | 75% | 0 - 200% | —% | $0 | | Hoffman(2) | 75% | 0 - 200% | —% | N/A |

  53. Performance Bonus

    | 1. | Not including Annual Strategic Priorities Bonus. |

  54. Performance Bonus

    | 2. | In connection with his termination of employment, Mr. Hoffman was not eligible for a performance bonus payout and instead received a pro-rata target bonus in accordance with the terms of his employment agreement. |

  55. Annual Strategic Priorities

    | Annual Strategic Priority Rating | 2023 Payout Level | | Stretch | 200% | | Target | 100% | | Threshold | 50% |

  56. Annual Strategic Priorities

    | NEO | 2023 Annual Strategic Priorities | | Hufnagel | Stabilization (Target), Transformation (Target), Inflection (Target), People & Culture (Target) | | Klimek | Transform culture (Target), Continue DE&I Journey (Threshold), Create an amazing employee experience to attract and retain talent (Target), Leverage organizational design (Stretch), Create our digital HR journey (Target) | | Soriano | Achieve healthy operational basis (Target), Grow with our largest international brands (Below Threshold), Strategic DTC approach (Below Threshold), Expand penetration of our brands in APAC (Target), People & Culture (Target) | | Stornant | Integrate financial forecast, inventory planning, and Q-reviews (Target), PIO Cost Savings (Target), Normalize working capital and optimize cash flow (Threshold), Improve work-life balance for team members (Target) | | Zwiers | Reduce cost and lead times (Stretch), Restore foundational brand health (Stretch), Sourcing Strategy (Stretch), Digitize Supply Chain (Stretch), People and Culture (Target), Navigate supply chain crisis (Stretch), Modernize distribution platform (Stretch), Modernize logistics platform (Target) |

  57. Annual Strategic Priorities

    | Name | Annual Strategic Priorities (as a % of Total Annual Bonus Opportunity) | 2023 Individual Bonus Opportunity (as a % of an NEO's Target Percentage) | 2023 Individual Bonus Percentage Achieved | 2023 Individual Bonus Paid | | Hufnagel | 25% | 0 - 200% | 100% | $300,000 | | Klimek | 25% | 0 - 200% | 115% | $66,998 | | Soriano | 25% | 0 - 200% | 109% | $81,688 | | Stornant | 25% | 0 - 200% | 90% | $112,978 | | Zwiers | 25% | 0 - 200% | 150% | $161,100 | | Hoffman(1) | 25% | 0 - 200% | N/A | N/A |

  58. Annual Strategic Priorities

    | 1. | In connection with his termination of employment, Mr. Hoffman was not eligible for a performance bonus payout and instead received a pro-rata target bonus in accordance with the terms of his employment agreement. |

  59. Annual Strategic Priorities

    Each NEO's total annual bonus opportunity for 2023 ranged from 0% to 200% of the Target Bonus Percentage. The accompanying table shows the aggregate annual incentive compensation payout earned by each NEO for 2023, as well as the portion of that aggregate number that is attributable to the performance bonus and annual strategic priorities bonus.

  60. Annual Strategic Priorities

    | 1. | Based on revenue and pretax earnings performance criteria for the Company, as described above under “Annual Bonus — Performance Bonus.” |

  61. Annual Strategic Priorities

    | 3. | In connection with his termination of employment, Mr. Hoffman was not eligible for a performance bonus payout and instead received a pro-rata target bonus in accordance with the terms of his employment agreement. |

  62. LONG-TERM INCENTIVE COMPENSATION

    LONG-TERM INCENTIVE COMPENSATION In 2023, each NEO had the opportunity to earn long-term incentive compensation comprised of a mix of performance stock units and time-based restricted stock unit awards. The 2023 grants were based on the following:

  63. LONG-TERM INCENTIVE COMPENSATION

    | | | Key Factors | | Performance Share Metrics | | Performance Stock Units | • | Performance stock units are based on performance criteria covering three-year periods | • | Operating Profit (60%)(1) | | | • | Awards balance focus on near term profitability with longer term shareholder value creation | • | Relative Total Shareholder Return (“TSR”) (40%)(2) | | Time-Based Restricted Stock Unit Awards | • | Encourages employee retention and rewards increases in stock price | | |

  64. LONG-TERM INCENTIVE COMPENSATION

    | 1. | Operating Profit is the total earnings from the Company’s core business function for a fiscal year after deducting selling, general and administrative costs. |

  65. LONG-TERM INCENTIVE COMPENSATION

    | 2. | Relative TSR is as compared to TSR for the S&P Composite 1500 Consumer Durables & Apparel Index. |

  66. Performance Awards for the 2023-2025 Performance Period

    The Company accrues, but does not pay, any dividends on any performance units during the performance period. Once the Committee certifies the Company's performance compared to the pre-determined performance criteria, the restrictions on some, all, none, or multiple of the performance share units awarded to each NEO will vest, and the NEO will receive accrued dividends only on the shares actually earned. The Committee goes through a rigorous process in setting performance targets, including a careful review of the Company's prior year business and financial performance, current year operating plan and future expectations. To achieve target level Operating Profit for the first year of the performance period would require a more than 30% increase over 2022 actual performance, and to achieve target level Operating Profit for years two and three of the performance period would require double digit growth percentages over the prior year's actual Operating Profit results. Wolverine believes disclosing specific Operating Profit targets while the applicable performance period is ongoing could cause competitive harm. However, such targets will be disclosed once the applicable performance periods have ended as part of our discussion and analysis on awards earned by the NEOs. For the relative TSR metric, threshold was set at the 25th percentile relative to the S&P Composite 1500 Consumer Durables & Apparel Index, target at the 50th percentile, and stretch at the 75th percentile. In addition, if the Company’s absolute TSR for the three-year period is negative, payouts on this measure are capped at target, regardless of whether the Company outperformed the Index.

  67. 2021-2023 Performance Stock Units

    2021-2023 Performance Stock Units The following tables list the performance levels set by the Committee for performance stock unit awards granted for the 2021-2023 performance period:

  68. 2021-2023 Performance Stock Units

    | Performance Level (Percentage of Target Payout) | 2021 EPS | 2022 EPS (% increase vs. prior year) | 2023 EPS (% increase vs. prior year) | | Threshold (50%) | $1.90 | 4.0% | 6.8% | | Target (100%) | $2.00 | 7.7% | 11.5% | | Goal (150%) | $2.05 | 12.0% | 17.5% | | Stretch (200%) | $2.10 | 16.5% | 23.5% |

  69. 2021-2023 Performance Stock Units

    | Performance Level (Percentage of Target Payout) | 2021 BVA (in millions) | 2022 BVA (% increase vs. prior year) | 2023 BVA (% increase vs. prior year) | | Threshold (50%) | $155 | 3.7% | 4.5% | | Target (100%) | $161 | 9.7% | 10.8% | | Goal (150%) | $169 | 14.1% | 18.0% | | Stretch (200%) | $177 | 20.4% | 23.6% |

  70. 2021-2023 Performance Stock Units

    In February 2024, the Committee evaluated and certified the Company's performance for the 2021-2023 performance period against the criteria set forth in the table above. These targets and the related results exclude revenue attributable to the Sweaty Betty brand, which was acquired during the 2021 fiscal year. During the 2021-2023 performance period, the Company's TSR performance against the Russell 3000 Index was at the 11th percentile so the actual shares vesting was reduced by 25% pursuant to the TSR adjustment mechanism built into the awards. The table below showing shares vested for each NEO under the 2021-2023 performance stock unit grant reflects this adjustment. After the adjustment, vesting was at 19.3% of target. In calculating the number of stock units that vest, the Company uses the stock price on the date of the grant, which results in the NEOs bearing the risk of stock price performance during the performance period.

  71. 2021-2023 Performance Stock Units

    | Name | Stock Units Vesting (#) | | Hufnagel | 4,716 | | Klimek | 1,428 | | Soriano | 1,445 | | Stornant | 3,494 | | Zwiers | 3,088 | | Hoffman | 13,950(1) |

  72. 2021-2023 Performance Stock Units

    | 1. | Based on actual performance and prorated to reflect Mr. Hoffman's time of |

  73. 2021-2023 Performance Stock Units

    employment during this performance period.

  74. Restricted Stock Unit Awards

    Restricted Stock Unit Awards The following table reflects the grant date value of the service-based restricted stock unit awards granted to each NEO:

  75. Restricted Stock Unit Awards

    | Name | 2023 Time-vested Restricted Stock Units | | Hufnagel | $1,260,019 | | Klimek | $690,010 | | Soriano | $743,353 | | Stornant | $476,815 | | Zwiers | $430,007 | | Hoffman | $1,740,012 |

  76. Restricted Stock Unit Awards

    The Committee generally grants annual equity awards at its regularly scheduled February meeting, and the independent directors of the Board approve equity grants to the CEO generally on the same day that the Committee meets. Restricted stock units awarded vest one-third on each of the anniversaries. Mr. Hufnagel's amount includes promotion grants of $1,000,117 in connection with his promotion to President and later in the year, President and CEO. Mses. Klimek's and Soriano's amounts each include a retention grant of $500,008. These grants were made to encourage retention of these key individuals while the Company was experiencing a CEO transition and beginning a strategic transformation. All promotional and retention grants have the Company’s standard three-year vesting schedule, as described above.

  77. Restricted Stock Unit Awards

    | 2024 PROXY STATEMENT | | 48 |

  78. POST-EMPLOYMENT COMPENSATION

    POST-EMPLOYMENT COMPENSATION Each NEO is party to an Executive Severance Agreement that provides for certain payments and benefits upon termination of employment after a change in control of Wolverine Worldwide. The Board believes Executive Severance Agreements will motivate management to actively pursue a business transaction that is in the best interests of the shareholders, even if it could ultimately result in his or her job elimination, and also will promote management stability during the transition period accompanying a change in control. Each NEO is eligible to receive compensation if his or her employment is terminated within two years following a change in control of Wolverine Worldwide. Even following a change in control, an NEO does not receive payment under the Executive Severance Agreement if his or her employment terminates:

  79. POST-EMPLOYMENT COMPENSATION

    | • | By resignation of the NEO, other than for “good reason,” which is discussed under the heading “Benefits Triggered Upon a Change in Control.” |

  80. POST-EMPLOYMENT COMPENSATION

    NEOs may also be eligible under Wolverine Worldwide's retirement plans or equity plans to receive certain payments and benefits upon termination of employment or in connection with a change in control as described in the “Potential Payments Upon Termination or Change in Control” section of this Proxy Statement. Mr. Hufnagel is also party to an Employment Agreement under which he is eligible to receive certain payments and benefits if the Company terminates his employment, even if not following a change in control, other than for “cause” or if he terminates his employment for “good reason.” The Committee determined upon appointing Mr. Hufnagel as the President and CEO that, given the Company's strategic initiatives the Board asked him to lead, it was appropriate for the Company to enter into such arrangement.

  81. Competitive Philosophy and Competitive Market Data

    Competitive Philosophy and Competitive Market Data When making compensation recommendations and decisions, the Committee considers the CEO's assessment of the performance of each NEO, other than himself; the performance of the individual and the individual's respective business unit or function; the scope of the individual's responsibilities, years of experience with the Company (or in similar positions with other companies), skills and knowledge; market compensation data; market and economic conditions; Company performance; retention considerations; and Wolverine Worldwide's compensation philosophy (collectively, the “compensation factors”). The Committee considers these compensation factors both subjectively and objectively, and no single factor or combination of factors is determinative. With respect to CEO compensation, the Committee seeks to set compensation in line with experience and the anticipated market median for a given year. The Committee uses market surveys and Peer Group (as defined below) information provided by its compensation consultant as market reference points. The Committee also considers information the Company learns through recruiting NEOs and the experience levels and responsibilities of NEOs prior to joining the Company as reference points in setting NEO compensation. As part of its competitive data review in connection with determining 2023 compensation, the Committee considered information presented by its consultant Frederic W. Cook & Co. (“FW Cook”) based on publicly-disclosed Peer Group information and on the Willis Towers Watson (WTW) CDB Executive Compensation Survey Report (General Industry and Retail/Wholesale).

  82. Competitive Philosophy and Competitive Market Data

    | 2024 PROXY STATEMENT | | 50 |

  83. Peer Group

    Peer Group Below is the peer group used in late 2022 and early 2023 in connection with 2023 compensation decisions. In determining the Peer Group, the Committee considered each potential peer company's industry, channels of distribution, revenue and market capitalization. The Company also considered the typicality of a company's pay practices, excluding companies whose chief executive may not receive market compensation because of a founder relationship, family ownership position, or other similar relationships.

  84. Peer Group

    | Abercrombie & Fitch Co. | Chico's FAS, Inc. | G-III Apparel Group, Ltd. | Hanesbrands Inc. | The Children's Place, Inc. | | American Eagle Outfitters Inc. | Deckers Outdoor Corporation | Genesco Inc. | Kontoor Brands, Inc. | | | Caleres, Inc. | Designer Brands, Inc. | Gildan Activewear, Inc. | Skechers USA, Inc. | | | Carter's, Inc. | Foot Locker, Inc. | Guess?, Inc. | Tapestry, Inc. | |

  85. CEO Role

    CEO Role Within the framework of the Company's executive compensation program, the CEO recommends the level of base salary, annual bonus, long-term incentive compensation, equity awards and other compensation components for his direct reports, including the other NEOs. The CEO bases his recommendation upon his assessment of the compensation factors applicable to each NEO. The CEO considers these compensation factors both objectively and subjectively, and no single factor is determinative. The Committee discusses these recommendations with the CEO prior to setting the compensation for each NEO, other than the CEO. The Committee, however, ultimately determines all compensation for NEOs other than the CEO, whose compensation is determined by the independent directors as a whole.

  86. Compensation Consultant Role

    Compensation Consultant Role FW Cook was first engaged as the Committee's independent compensation consultant in 2016 and reports directly to the Committee. The Committee determines the scope of engagement and may replace the consultant or hire additional consultants at any time. The Committee has evaluated FW Cook's independence under the rules established by the NYSE and has determined that FW Cook is “independent” as defined by NYSE rules. In addition, the Committee has evaluated whether the engagement of FW Cook raised any conflicts of interest and has determined that no such conflicts of interest exist. At the Committee's invitation, a representative of FW Cook generally attends all Committee meetings and also communicates with the Committee Chair and management regularly between meetings. However, the Committee makes all decisions regarding NEO compensation. FW Cook provides various executive compensation services to the Committee pursuant to a consulting agreement with the Committee. Generally, these services include advising the Committee on the principal aspects of the Company's executive compensation program, evolving industry practices, and providing market information and analysis regarding the competitiveness of the Company's program design. During 2023, FW Cook performed the following specific services:

  87. Compensation Consultant Role

    | • | Attended Committee meetings, as requested |

  88. Compensation Consultant Role

    | • | Reviewed the Company's peer group and advised the Committee on the composition of the peer group |

  89. Compensation Consultant Role

    | • | Reviewed survey data for competitive comparisons |

  90. Compensation Consultant Role

    | • | Provided market data and recommendations on CEO and other NEO compensation |

  91. Compensation Consultant Role

    | • | Advised the Committee on market trends related to compensation policies and programs |

  92. Compensation Consultant Role

    | • | Proactively advised the Committee on best practice approaches for governance features of executive compensation programs |

  93. Compensation Consultant Role

    | • | Reviewed the Compensation Discussion & Analysis and other executive compensation related disclosures included in the Company's Proxy Statement |

  94. Compensation Consultant Role

    The total fees the Company paid to FW Cook for services to the Committee in 2023 were $131,485, less than 1% of FW Cook's total consulting income during the same period. The Company did not pay or incur any other fees to or with FW Cook.

  95. Compensation Consultant Role

    | 2024 PROXY STATEMENT | | 51 |

  96. Summary Compensation Table

    Summary Compensation Table

  97. Summary Compensation Table

    | Christopher Hufnagel President and CEO, Wolverine Worldwide | | | | | | | | | | | 2023 | $813,672 | $— | $1,650,032 | $300,000 | $366,393 | $44,380 | $3,174,477 | | | 2022 | $606,377 | $— | $665,652 | $97,162 | $— | $43,405 | $1,412,596 | | Amy Klimek Executive Vice President, Chief Human Resources Officer | | | | | | | | | | | 2023 | $465,199 | $— | $975,015 | $66,998 | $97,489 | $37,157 | $1,641,858 | | Isabel Soriano(6) President, International Group | 2023 | $543,831 | $— | $1,073,356 | $81,688 | $— | $1,015,643 | $2,714,518 | | | 2022 | $463,850 | $— | $454,094 | $280,390 | $— | $991,681 | $2,190,015 | | | 2021 | $480,641 | $— | $597,096 | $326,554 | $— | $1,075,445 | $2,479,736 | | Michael D. Stornant Executive Vice President, CFO, Treasurer and Chief Accounting Officer | 2023 | $695,250 | $— | $1,192,022 | $112,978 | $417,090 | $33,304 | $2,450,644 | | | 2022 | $691,356 | $— | $1,113,295 | $49,881 | $— | $31,931 | $1,886,463 | | | 2021 | $657,865 | $— | $1,819,680 | $577,880 | $86,187 | $30,883 | $3,172,495 | | James D. Zwiers Executive Vice President and President, Global Operations Group | 2023 | $716,000 | $— | $1,075,018 | $161,100 | $440,351 | $44,047 | $2,436,516 | | | 2022 | $711,962 | $— | $988,296 | $48,057 | $— | $37,310 | $1,785,625 | | | 2021 | $683,856 | $— | $1,578,188 | $481,625 | $70,550 | $38,953 | $2,853,172 | | Brendan Hoffman Former President and CEO, Wolverine Worldwide | 2023 | $634,615 | $— | $5,800,021 | $— | $— | $1,144,079 | $7,578,715 | | | 2022 | $997,308 | $— | $5,183,029 | $144,007 | $— | $195,310 | $6,519,654 | | | 2021 | $924,231 | $— | $5,083,847 | $1,073,446 | $— | $113,015 | $7,194,539 |

  98. Summary Compensation Table

    | 1. | Includes any amounts deferred under the Company's qualified 401(k) plan or Deferred Compensation Plan. |

  99. Summary Compensation Table

    | 2. | Includes the grant date fair value of restricted stock unit awards, and performance unit awards, as follows for 2023: |

  100. Summary Compensation Table

    | Name | Service-based Restricted Stock Unit Value | Performance Unit Value 23-25 Grant | Total | | Hufnagel | $1,260,020 | $390,012 | $1,650,032 | | Klimek | $690,011 | $285,004 | $975,015 | | Soriano | $743,353 | $330,003 | $1,073,356 | | Stornant | $476,815 | $715,207 | $1,192,022 | | Zwiers | $430,007 | $645,011 | $1,075,018 | | Hoffman | $1,740,012 | $4,060,009 | $5,800,021 |

  101. Summary Compensation Table

    | Restricted stock units were valued using the closing market price of Wolverine Worldwide common stock on the date of the grant of the respective award. Performance units were valued using the closing market price of Wolverine Worldwide common stock on the date of grant of the respective award and assuming target performance for all performance periods. Assuming maximum payout, the aggregate grant date fair value of performance units awarded in 2023 for each NEO (and, in parentheses, the maximum value is combined with the grant date fair value of restricted stock unit awards and restricted stock awards for 2023) would have been $8,120,017; ($9,860,029) for Mr. Hoffman; $780,023 ($2,040,043) for Mr. Hufnagel, $660,006 ($1,403,359) for Ms. Soriano; $1,430,414 ($1,907,229) for Mr. Stornant; $1,290,022 |

  102. Summary Compensation Table

    | 2024 PROXY STATEMENT | | 54 |

  103. Summary Compensation Table

    ($1,720,029) for Mr. Zwiers; and $570,008 ($1,260,019) for Ms. Klimek. Restrictions on such performance unit awards will lapse in the February following the last year of the performance period, if at all, based on the Company's performance for the period (capped at 200%). The actual value of shares that vest is also dependent on the stock price at the time of vesting. For additional valuation assumptions, see the Stock Based Compensation footnote to Wolverine Worldwide's Consolidated Financial Statements for the fiscal year ended December 30, 2023 included in its Form 10-K for this year.

  104. Summary Compensation Table

    | 3. | Reflects the sum of performance bonus and individual bonus amounts, as adjusted by any applicable modifier, earned in 2023, 2022 and 2021, respectively, and paid in 2024, 2023 and 2022 respectively. |

  105. Summary Compensation Table

    | 4. | All amounts in this column reflect, where applicable, the aggregate change in the actuarial present value of the accumulated benefits under the Wolverine Worldwide Employees' Pension Plan (“Pension Plan”) and Wolverine World Wide, Inc. 409A Supplemental Executive Retirement Plan (“SERP”) for Messrs. Stornant, Hufnagel, Zwiers, and Klimek (Pension Plan only). The amounts in the table were determined using assumptions consistent with those used in Wolverine Worldwide's Consolidated Financial Statements for each respective year. See the “Pension Plans and 2023 Pension Benefits” section starting on page 61. |

  106. Summary Compensation Table

    | 5. | The amounts listed in this column for 2023 include Wolverine Worldwide's contributions to the accounts of the NEOs under Wolverine Worldwide's 401(k) plans (or, in the case of Ms. Soriano, a payment in lieu of a retirement plan contribution) and the Wolverine Worldwide Deferred Compensation Plan, payments made by Wolverine Worldwide for the premiums on certain life insurance policies, tax, housing/relocation expenses and estate planning services and health care reimbursements in the amounts listed in the table below. Unlike the other NEOs, Ms. Soriano is not a participant in the Company's Pension Plan, and instead received a retirement benefit payment. |

  107. Summary Compensation Table

    | Name | 401(k) Match | Tax and Estate Planning | Health | Life Insurance Premiums | Moving/Living Expenses | Deferred Compensation Plan Contribution | Car Allowance | Tax Equalization | Other | | Hufnagel | $9,900 | $11,000 | $22,625 | $855 | $0 | $0 | $0 | $0 | $0 | | Klimek | $9,900 | $11,000 | $15,720 | $537 | $0 | $0 | $0 | $0 | $0 | | Soriano | $43,506 | $50,510 | $15,269 | $1,599 | $128,262 | $0 | $0 | $776,497 | $0 | | Stornant | $9,900 | $0 | $20,136 | $3,268 | $0 | $0 | $0 | $0 | $0 | | Zwiers | $9,900 | $11,204 | $19,740 | $3,203 | $0 | $0 | $0 | $0 | $0 | | Hoffman | $0 | $6,570 | $0 | $0 | $7,430(1) | $0 | $0 | $0 | $1,130,079(2) |

  108. Summary Compensation Table

    | 1. | Temporary housing and costs related to relocation. |

  109. Summary Compensation Table

    | 2. | Termination payments and benefits paid out under Mr. Hoffman's separation agreement. For details, please see the “Potential Payments upon |

  110. Summary Compensation Table

    Termination or Change in Control” section of this Proxy Statement.

  111. Summary Compensation Table

    | 6. | The cash compensation for Ms. Soriano is paid in Pounds Sterling. Her cash compensation was converted into U.S. dollars using the fiscal year-end rate of $1.35 for fiscal year 2021, $1.20 for fiscal year 2022 and 1.27 for fiscal year 2023. |

  112. Summary Compensation Table

    | 2024 PROXY STATEMENT | | 55 |

  113. Grants of Plan-Based Awards in

    Grants of Plan-Based Awards in

  114. Fiscal Year 2023

    | Hufnagel | Annual Bonus | | $488,203 | $976,406 | $1,952,812 | | | | | | | | FY23-FY25 Performance Units | 02/08/2023 | | | | 12,940 | 25,880 | 51,760 | | $390,012 | | | Restricted Units | 02/08/2023 | | | | | | | 17,253 | $260,003 | | | Restricted Units | 07/31/2023 | | | | | | | 39,464 | $500,009 | | | Restricted Units | 10/30/2023 | | | | | | | 61,051 | $500,008 | | Klimek | Annual Bonus | | $116,300 | $232,599 | $465,199 | | | | | | | | FY23-FY25 Performance Units | 02/08/2023 | | | | 9,456 | 18,912 | 37,824 | | $285,004 | | | Restricted Units | 02/08/2023 | | | | | | | 12,608 | $190,003 | | | Restricted Units | 10/30/2023 | | | | | | | 61,051 | $500,008 | | Soriano | Annual Bonus | | $141,310 | $282,621 | $565,242 | | | | | | | | FY23-FY25 Performance Units | 02/08/2023 | | | | 10,949 | 21,898 | 43,796 | | $330,003 | | | Restricted Units | 02/08/2023 | | | | | | | 14,599 | $220,007 | | | Restricted Units | 07/31/2023 | | | | | | | 1,842 | $23,338 | | | Restricted Units | 10/30/2023 | | | | | | | 61,051 | $500,008 | | Stornant | Annual Bonus | | $225,956 | $451,913 | $903,825 | | | | | | | | FY23-FY25 Performance Units | 02/08/2023 | | | | 23,730 | 47,459 | 94,918 | | $715,207 | | | Restricted Units | 02/08/2023 | | | | | | | 31,640 | $476,815 | | Zwiers | Annual Bonus | | $214,800 | $429,600 | $859,200 | | | | | | | | FY23-FY25 Performance Units | 02/08/2023 | | | | 21,401 | 42,801 | 85,602 | | $645,011 | | | Restricted Units | 02/08/2023 | | | | | | | 28,534 | $430,007 | | Hoffman | Annual Bonus | | $380,769 | $761,538 | $1,523,077 | | | | | | | | FY23-FY25 Performance Units | 02/08/2023 | | | | 134,705 | 269,410 | 538,820 | | $4,060,009 | | | Restricted Units | 02/08/2023 | | | | | | | 115,462 | $1,740,012 |

  115. Fiscal Year 2023

    | 1. | Estimated payout levels relating to the performance bonus and strategic priorities bonus. Maximum amount assumes stretch revenue and pretax earnings performance. For a description of these bonuses and the payouts under them, see pages 44-47. Ms. Soriano's payout levels have been converted to U.S. dollars from Pounds Sterling based on the fiscal year-end exchange rate of 1.27. |

  116. Fiscal Year 2023

    | 2. | Estimated payout levels as of the grant date of performance stock units granted under the Stock Incentive Plan of 2016, as amended (the “Stock Incentive Plan of 2016”). Restrictions on such performance unit awards typically lapse in the February following the last year of the performance period, if at all, based on the Company's performance for the period (capped at 200%). The actual value of shares that vest is also dependent on the stock price at the time of vesting. The Company accrues, but does not pay, dividends on the performance shares during the performance period. At the end of the performance period, the Company will pay to the NEO the accrued dividends (if any) on the performance units that vest. For a description of the performance units granted in 2023 under the Stock Incentive Plan of 2016, see pages 47. |

  117. Fiscal Year 2023

    | 3. | The Company awarded service-based restricted stock unit awards in February 2023 under the Stock Incentive Plan of 2016 to all NEOs. One third of the shares vest on each of the first three anniversaries of the date of grant of the award. All restricted stock units vest upon an NEO's death, disability or retirement. Holders of restricted stock units and awards are entitled to receive dividend equivalents on restricted stock units and awards. Mr. Hufnagel's grants include promotion grants on July 31, 2023 and October 30, 2023. Mses. Klimek's and Soriano's grants each include an October 30, 2023 retention grant, and Ms. Soriano's grants include a July 31, 2023 promotion grant. |

  118. Fiscal Year 2023

    | 4. | Represents the award date fair value for performance stock units and service-based stock unit awards made in fiscal year 2023, determined as described in footnote 2 to the “Summary Compensation Table.” |

  119. Outstanding Equity Awards at

    Outstanding Equity Awards at

  120. 2023 Fiscal Year-End

    | 1. | The following table sets forth the vesting dates for the unvested service-based restricted stock or stock unit awards of each NEO as of December 30, 2023: |

  121. 2023 Fiscal Year-End

    | 3. | Following the end of the applicable performance period, performance units vest depending upon the Company's achievement of the relevant performance criteria. Shares actually vested for the 2021-2023 cycle are included in the “Number of Shares or Units of Stock That Have Not Vested” column. Performance between threshold and target level was assumed for the 2022-2024 cycle and performance at target was assumed for the 2023-2025 cycle. For Mr. Hufnagel, shares included for the 2022-2024 cycle were adjusted to reflect the structure of the performance award agreement for that cycle. |

  122. Option Exercises and Stock

    Option Exercises and Stock

  123. Vested in Fiscal Year 2023

    | | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized On Exercise(1) ($) | Number of Shares Acquired on Vesting (#) | Value Realized On Vesting(1) ($) | | Hufnagel | — | — | 17,454 | $260,465 | | Klimek | — | — | 16,441 | $245,386 | | Soriano | — | — | 13,065 | $193,590 | | Stornant | — | — | 34,583 | $515,825 | | Zwiers | — | — | 30,604 | $456,818 | | Hoffman | — | — | 96,963 | $1,419,538 |

  124. Pension Benefits

    Pension Benefits Wolverine Worldwide maintains the following defined benefit retirement plans: (1) the Wolverine Worldwide Employees' Pension Plan (“Pension Plan”), which is a funded and tax-qualified defined benefit plan under the Internal Revenue Code that covers eligible employees, and (2) the Wolverine World Wide, Inc. 409A Supplemental Executive Retirement Plan (“SERP”), which is an unfunded, non-qualified plan that covers individuals recommended by the CEO and approved by the Compensation and Human Capital Committee. Messrs. Hufnagel, Stornant, and Zwiers participate in the Pension Plan and SERP and Ms. Klimek participates in the Pension Plan.

  125. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

    SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN Messrs. Hufnagel, Stornant and Zwiers participate in the SERP, which provides retirement benefits above amounts available under the Company's tax qualified Pension Plan. The SERP benefit generally equals the difference between the participant's retirement benefit under the Pension Plan and the benefits the participant would have received if there were no IRS imposed cap on earnings when calculating the Pension Plan benefit. The SERP caps years of service at 25 in calculating a participant's benefit. The SERP also allows a retired participant who has five years of service to draw earlier (beginning at age 55) and on different terms than under the Pension Plan. A participant's earnings percentage multiplier is the same under the SERP as it is under the Pension Plan. The Compensation and Human Capital Committee may grant additional deemed years of service under the SERP to a participant, subject to the cap of 25 years. The full benefit of any additional years of deemed service is paid under the SERP. If a retired participant draws the SERP benefit prior to age 65, the reduction factor is 0.333% for each month prior to age 60, and 0.1666% for each month between age 60 and age 65. As of the end of fiscal year 2023, Mr. Stornant and Mr. Zwiers are the only NEOs eligible to retire and begin drawing benefits under the SERP. SERP benefits are paid monthly, and the SERP has a lump sum payment option which may apply to certain terminations of employment after a change in control or, if elected, upon death. The SERP also includes a disability benefit and a death benefit payable to the participant's designated beneficiary if the participant dies before retiring. The SERP provides for lump sum payments equal to 125% of the net present value of accrued benefits without regard to any reduction for early payment to participants who resign for good reason or are terminated by Wolverine other than for cause or due to death or disability within two years after a change in control. The SERP also contains non-competition, confidentiality and employee non-solicitation provisions in favor of Wolverine Worldwide. Under the SERP non-competition provisions, a participant is not entitled to any benefit payment if the participant enters into certain relationships with a competing business prior to the date on which such benefit payment is due. If the participant's employment is terminated for serious misconduct, or if Wolverine Worldwide cannot collect under an insurance policy purchased to fund SERP benefits for certain reasons, the Company may terminate a participant's benefits under the SERP. Wolverine Worldwide may terminate the SERP or stop further accrual of SERP benefits for a participating NEO at any time, but termination will not affect previously accrued benefits.

  126. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

    | 2024 PROXY STATEMENT | | 61 |

  127. PENSION BENEFITS IN FISCAL YEAR 2023

    PENSION BENEFITS IN FISCAL YEAR 2023 The following table provides for each NEO certain information concerning each plan that provides for payments or other benefits at, following, or in connection with retirement:

  128. PENSION BENEFITS IN FISCAL YEAR 2023

    | | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit(1) ($) | Payments During Last Fiscal Year ($) | | Hufnagel | SERP | 15 | $864,343 | — | | | Pension | 15 | $567,487 | — | | Klimek(2) | SERP | — | — | — | | | Pension | 19 | $431,656 | — | | Soriano(2) | SERP | — | — | — | | | Pension | — | — | — | | Stornant | SERP | 25 | $2,719,932 | — | | | Pension | 25 | $1,288,786 | — | | Zwiers | SERP | 25 | $2,981,468 | — | | | Pension | 25 | $1,167,711 | — | | Hoffman (3) | SERP | — | — | — | | | Pension | — | — | — |

  129. PENSION BENEFITS IN FISCAL YEAR 2023

    | 1. | These values are as of December 30, 2023, and are calculated assuming the participants will commence their benefits at age 65 (or current age if older), and that those benefits will be paid in the form according to each participant's 409A election and use the PRI-2012 mortality tables for males and females (white collar for SERP and no collar for Pension Plan), projected forward from base year 2012 with generational projection using an unmodified MP-2021 projection scale, with contingent annuitant mortality tables applied after the death of the participant and using the following discount rates: 5.28% Pension Plan; 5.33% SERP. |

  130. PENSION BENEFITS IN FISCAL YEAR 2023

    | 2. | Ms. Soriano does not participate in the SERP or Pension Plan and Ms. Klimek does not participate in the SERP. |

  131. PENSION BENEFITS IN FISCAL YEAR 2023

    | 3. | Mr. Hoffman did not participate in the SERP or Pension Plan. |

  132. PENSION BENEFITS IN FISCAL YEAR 2023

    | 2024 PROXY STATEMENT | | 62 |

  133. Compensation

    Compensation Wolverine Worldwide maintains a Deferred Compensation Plan. This unfunded and non-qualified plan allows executives and other eligible senior employees of the Company to elect to defer all or a portion of their base salary, cash bonus, or other performance-based cash compensation. Wolverine Worldwide may, but need not, credit a participant's account under the plan with additional discretionary Company contributions, which may be subject to a vesting schedule and which would vest in full on a change in control. Amounts deferred pursuant to the Deferred Compensation Plan may be invested, at the direction of the participant, in an investment fund, index, or other investment vehicle, as designated by the Compensation and Human Capital Committee to be available under the plan, and earnings, if any, are credited to the participant's account. Accounts are paid out upon the earliest to occur of (i) a qualifying separation from service, (ii) a change in control (as such term is defined in the Deferred Compensation Plan), and (iii) a termination of the Deferred Compensation Plan. Payment must generally be made, or installment payments must begin, (as elected by the participant at the time of deferral), within 60 days of the event triggering payment. In 2023, Mr. Hufnagel was the only NEO who elected to defer amounts under the Deferred Compensation Plan and no NEOs received a Company contribution. Mr. Stornant is the only other NEO who has previously elected to defer amounts under the Deferred Compensation Plan.

  134. Potential Payments Upon

    Potential Payments Upon

  135. Control

    Control Wolverine Worldwide has entered into an Executive Severance Agreement with each NEO that provides certain rights, including the right to receive payments in the event of a termination of employment following a change in control. The Company also has entered into an agreement with Messrs. Hufnagel and Hoffman and Ms. Soriano regarding certain termination benefits in the event of termination of employment under certain other circumstances described below.

  136. BENEFITS TRIGGERED BY TERMINATION FOR CAUSE OR VOLUNTARY TERMINATION

    BENEFITS TRIGGERED BY TERMINATION FOR CAUSE OR VOLUNTARY TERMINATION An NEO is not entitled to receive any additional forms of severance payments or benefits upon termination of employment for Cause or upon the NEO's voluntary decision, other than for Good Reason, to terminate his or her employment, as discussed in further detail below.

  137. BENEFITS TRIGGERED BY TERMINATION OTHER THAN FOR CAUSE OR FOR GOOD REASON NOT IN CONNECTION WITH A CHANGE IN CONTROL

    BENEFITS TRIGGERED BY TERMINATION OTHER THAN FOR CAUSE OR FOR GOOD REASON NOT IN CONNECTION WITH A CHANGE IN CONTROL Mr. Hufnagel entered into an Employment Agreement upon his appointment as President and CEO of the Company in August 2023. The Employment Agreement states that upon termination of his employment by Wolverine Worldwide without Cause, or termination by Mr. Hufnagel with Good Reason, as such terms are defined in his Employment Agreement, Wolverine Worldwide will pay Mr. Hufnagel the following payments in exchange for a general release of claims in favor of Wolverine Worldwide: (1) continued base salary for 24 months; (2) payment of Company COBRA premiums for up to 24 months, or, if earlier, until eligible for coverage through another employer; (3) a pro rata target bonus opportunity for the year of termination; (4) pro rata vesting of outstanding performance-based equity awards as though Mr. Hufnagel had retired as of the date of termination, and pro-rata vesting of outstanding time-based equity awards that would have vested over the 12 month period following the date of termination; and (5) 12 months of outplacement assistance. “Cause” generally is defined in Mr. Hufnagel’s Employment Agreement to mean: (1) any intentional act of fraud, embezzlement, theft, dishonesty, misrepresentation or breach of fiduciary duty with respect to the Company or its subsidiaries; (2) gross negligence or willful misconduct in the performance of duties; (3) material failure or refusal to follow any reasonable directive of the Board or the officer to whom Mr. Hufnagel reports, and if such failure and refusal is curable, if not cured within ten (10) days after written notice; (4) material breach of any noncompetition, nonsolicitation, confidentiality or other covenant with the Company, material breach of any material written policy of the Company which if curable, is not cured within ten (10) days after the Company’s written notice of such breach, or material breach of Mr. Hufnagel’s Employment Agreement, which if curable, is not cured within ten (10) days after the Company’s written notice of such breach; or (5) conviction of or indictment for or entering of a guilty plea or plea of no contest or nolo contendere with respect to any felony or any crime involving an act of moral turpitude. “Good Reason” generally is defined in Mr. Hufnagel’s Employment Agreement to mean: (1) a material diminution in duties or a reduction of title, (2) a material breach by the Company of the Employment Agreement, (3) relocation of Mr. Hufnagel’s principal place of employment to a location that is more than fifty (50) miles from the Company’s corporate headquarters without Mr. Hufnagel’s consent, (4) termination of the Employment Agreement by the Company serving a notice of nonextension or (5) a reduction in Mr. Hufnagel’s base salary, unless such reduction is part of an across the board reduction for senior executives of the Company. On June 8, 2018, Ms. Soriano entered into a Service Agreement with Wolverine Europe Limited, which is typical for senior executives based in the United Kingdom. Ms. Soriano’s agreement states that upon certain terminations of her employment by Wolverine Europe Limited, Wolverine Europe Limited will provide Ms. Soriano with written notice nine (9) months prior to such termination or, alternatively, will pay Ms. Soriano her base salary for such period (or any portion thereof) in lieu of such notice. In addition, upon voluntary termination of Ms. Soriano’s employment by Ms. Soriano for any reason, she is required to give written notice six (6) months prior to such termination and

  138. BENEFITS TRIGGERED BY TERMINATION OTHER THAN FOR CAUSE OR FOR GOOD REASON NOT IN CONNECTION WITH A CHANGE IN CONTROL

    | 2024 PROXY STATEMENT | | 64 |

  139. BENEFITS TRIGGERED BY TERMINATION OTHER THAN FOR CAUSE OR FOR GOOD REASON NOT IN CONNECTION WITH A CHANGE IN CONTROL

    Wolverine Europe Limited may pay Ms. Soriano her base salary for such period (or any portion thereof) in lieu of such notice. If Wolverine Europe Limited chooses to pay Ms. Soriano her base salary in lieu of notice, in either case, such amounts will be in full and final settlement of all claims Ms. Soriano may have against Wolverine and its affiliates and, further, such amounts will be reduced by any income earned from subsequent employment. For purposes of Ms. Soriano’s Service Agreement, Wolverine Europe Limited will generally not be required to provide notice to terminate her employment if she (1) commits, repeats or continues any material breach of her Service Agreement or her obligations thereunder, (2) commits an act of gross misconduct or serious/gross incompetence or negligence including any deliberate act of discrimination or harassment, (3) acts in a manner which prejudices or is likely in the reasonable opinion of the Board to prejudice the interests or reputation of Ms. Soriano, Wolverine or its affiliates, (4) commits any material breach of the Code of Conduct, (5) commits or is charged or convicted of any criminal offense other than an offense which does not affect her position or any road traffic violation, (6) is declared bankrupt, (7) is prohibited by law from being a director of a company, (8) is removed as a director of Wolverine Europe Limited or any affiliate for a reason related to misconduct, (9) is in breach of the warranties contained in the Service Agreement, (10) breaches a material policy of Wolverine or its affiliates, (11) becomes incapacitated and no longer able to perform her duties for a period exceeding 26 weeks in any 12 month period, or (12) ceases to hold any necessary qualification to carry out her duties and/or is in breach of any rules and regulations or any relevant regulatory body. Mr. Hoffman entered into an Employment Agreement on August 7, 2020, which was amended on December 17, 2021, which states that upon termination of his employment by Wolverine Worldwide without Cause, or termination by Mr. Hoffman with Good Reason, as such terms are defined in Mr. Hoffman’s Employment Agreement, Wolverine Worldwide will pay Mr. Hoffman the following payments in exchange for a general release of claims in favor of Wolverine Worldwide: (1) continued base salary for 18 months offset by the amount of salary and guaranteed compensation, if any, he is entitled to from another employer; (2) payment of Company COBRA premiums for 18 months, or, if earlier, until eligible for coverage through another employer; and (3) a pro rata target bonus opportunity for the year of termination. “Cause” generally is defined in Mr. Hoffman’s Employment Agreement to mean: (1) any intentional act of fraud, embezzlement, theft, dishonesty, misrepresentation or breach of fiduciary duty with respect to the Company or its subsidiaries; (2) gross negligence or willful misconduct in the performance of duties; (3) material failure or refusal to follow any reasonable directive of the Board or the officer to whom Mr. Hoffman reports, and if such failure and refusal is curable, if such failure or refusal is not cured within ten (10) days after written notice; (4) breach of any noncompetition, nonsolicitation, confidentiality or other covenant with the Company, material breach of any material written policy of the Company which if curable, is not cured within ten (10) days after the Company’s written notice of such breach, or material breach of Mr. Hoffman’s Employment Agreement, which if curable, is not cured within ten (10) days after the Company’s written notice of such breach; or (5) conviction of or indictment for or entering of a guilty plea or plea of no contest or nolo contendere with respect to any felony or any crime involving an act of moral turpitude. “Good Reason” generally is defined in Mr. Hoffman’s Employment Agreement to mean: (1) a material diminution in duties or a reduction of title, (2) a material breach by the Company of the Employment Agreement, (3) relocation of Mr. Hoffman’s principal place of employment to a location that is more than fifty (50) miles from the Company’s corporate headquarters or Waltham, Massachusetts office as of January 2, 2022, without Mr. Hoffman’s consent, (4) termination of the Employment Agreement by the Company serving a notice of nonextension or (5) a reduction in Mr. Hoffman’s base salary, unless such reduction is part of an across the board reduction for senior executives of the Company. Amounts in the table below reflect actual payments and benefits paid or provided to Mr. Hoffman in connection with the termination of his employment with the Company in August 2023.

  140. BENEFITS TRIGGERED UPON A CHANGE IN CONTROL

    BENEFITS TRIGGERED UPON A CHANGE IN CONTROL Benefits Upon Termination Following a Change in Control. Under the Executive Severance Agreements entered into with the NEOs, payments and benefits are triggered when employment is terminated without “Cause” or when an executive terminates employment for “Good Reason” within two years following a change in control of Wolverine Worldwide. Upon such a qualifying termination, Wolverine Worldwide will pay the lump sum severance payment under the Executive Severance Agreement composed of the following: (1) unpaid base salary and bonus payments that had been earned; (2) in lieu of a bonus payment under the Annual Bonus Plan, an amount equal to the quotient of the number of days the NEO was employed by Wolverine Worldwide, or any successor company in the year of termination, divided by the number of days in the year; multiplied by 100% of the greater of either (a) the bonus awarded to the NEO under the annual bonus plan for the preceding year and (b) the average paid to the NEO over the preceding two year period under the annual bonus plan; (3) in lieu of payments under the various three year performance periods that remain open on the date of termination, if any, an amount equal to the bonus the NEO would have received based on actual and assumed performance measures, multiplied by the quotient of the number of days the NEO participated in the performance period prior to the termination, divided by the total number of days in the performance period (in determining the earnings per share or other performance measures that can be

  141. BENEFITS TRIGGERED UPON A CHANGE IN CONTROL

    | 2024 PROXY STATEMENT | | 65 |

  142. BENEFITS TRIGGERED UPON A CHANGE IN CONTROL

    determined annually for any year subsequent to the year of termination, performance will equal the level required to attain the maximum goal under the three year plan for that year); (4) two times the sum of (a) the NEO's highest annual base salary during the 12 month period prior to termination and (b) the greater of (i) the average amount earned by the NEO during the previous two years under the annual bonus plan and (ii) the amount earned during the previous year under the Annual Bonus Plan; (5) 100% of the positive spread for any stock options held by the NEO on the date of termination, whether or not vested; (6) in the case of Mr. Zwiers, an excise tax gross up adjustment (note: the agreements with Messrs. Hoffman, Hufnagel and Stornant, Ms. Soriano and Ms. Klimek were entered into after 2008, and the Committee determined to not provide such gross ups after that date); and (7) in the case of Mr. Hufnagel, the present value of an additional three years of deemed service under the Pension Plan and SERP (this benefit does not apply to Mr. Hoffman and Ms. Soriano since they do not participate in the Pension Plan or SERP or to Messrs. Zwiers or Stornant since they have maximum years of service under these plans). Upon a termination of employment following a change of control, Wolverine Worldwide or any successor company will maintain for a period of six months to one year the NEO's benefits under the then current benefit plans, programs or arrangements that the NEO was entitled to participate in immediately prior to the termination date. In addition, Wolverine Worldwide or any successor company will provide outplacement services through the last day of the second calendar year following the calendar year of termination. “Change in Control” under the Executive Severance Agreements generally means certain changes in composition of the Board of Directors, certain acquisitions of 20% or more of Wolverine Worldwide's common stock or combined outstanding voting power of Wolverine World Wide, Inc., and other specified reorganizations, mergers, consolidations, liquidations, dissolutions or distributions of substantial assets (unless such transactions result in the creation of an entity in which at least 50% of the common stock and combined voting power is owned by the owners of record prior to the transaction, no single shareholder owns more than 20% of the combined voting power and a majority of the board remains unchanged). In all cases, an event will not qualify as a change in control unless it qualifies as “a change in the ownership or effective control” of the Company or “a change in the ownership of a substantial portion of the assets of the Company,” each as determined under the stringent requirements of Section 409A of the Tax Code. Under this standard, for example, transactions must be consummated, not just approved by shareholders. “Cause” is defined under the Executive Severance Agreements to generally mean the willful and continued failure to substantially perform duties or willfully engaging in gross misconduct that is injurious to the Company. “Good Reason” is defined under the Executive Severance Agreements to generally mean: (1) any materially adverse change in position, duties, responsibilities or title, or any removal, involuntary termination or failure to re-elect an officer; (2) a reduction in annual base salary; (3) any relocation or requirement to substantially increase business travel; (4) the failure to continue providing any executive incentive plans or bonus plans; (5) the failure to continue any employee benefit plan or compensation plan unless a comparable plan is available; (6) the failure to pay any salary, bonus, deferred compensation or other compensation; (7) the failure to obtain an assumption agreement from any successor; (8) any purported termination of the employment which is not effected in a manner prescribed by the Executive Severance Agreement; or (9) any other material breach by Wolverine Worldwide or any successor company of its obligations under the Executive Severance Agreement. Benefits Upon a Change in Control Only. The Company has double-trigger equity vesting upon a change in control, meaning that vesting only accelerates upon a qualifying termination of employment after a change in control. To the extent that the Company has made discretionary contributions under the Deferred Compensation Plan that are subject to a vesting schedule, any unvested portion of these contributions will vest on a change in control. Change in control for this purpose generally means certain changes in the composition of the Board of Directors, certain acquisitions of 20% of Wolverine Worldwide's common stock (50% in the case of the Deferred Compensation Plan) and other specified reorganizations, mergers, consolidations, liquidations, dissolutions or dispositions of substantial assets. Excise Tax Gross Up. The Compensation and Human Capital Committee previously determined that Wolverine Worldwide would not provide excise tax gross up payments in employment agreements entered into after 2008. Mr. Zwiers is the only NEO who has excise tax gross up protection in his agreement.

  143. BENEFITS TRIGGERED BY RETIREMENT, DEATH OR PERMANENT DISABILITY

    and the benefit begins upon the date of death, unreduced for early commencement. The survivor benefit for participants who meet all the criteria set forth in the preceding sentence, but who die when they are not employed by the Company, are entitled to a joint and survivor benefit commencing upon the date of death, unreduced for early commencement. SERP. If a SERP participant dies before beginning to receive benefits under the SERP, the Company must, based on the participant's election, pay the beneficiary either a monthly annuity or a lump sum death benefit equal to the present value of the benefit computed as if the participant had retired on the date of death, had begun receiving benefits at age 55, and had continued to receive benefits for the remainder of the participant's life expectancy. If the participant dies after beginning to receive benefit payments, benefits cease unless the participant was receiving benefits in the form of one of the joint and survivor annuity optional elections under the plan or had elected benefits in a form that provides for a continuation of benefits. If a participant becomes disabled (as defined in the SERP), the SERP provides a disability benefit equal to 60% of the normal retirement accrued benefit based upon years of service up to the date that the participant became disabled through the date the participant reaches age 65 (at which point, the participant would begin drawing full SERP benefits) or is no longer disabled. Annual Bonus Plan. Upon termination of employment at least six months after the beginning of a fiscal year due to death, disability, or early or normal retirement, an NEO is entitled to receive a pro rata portion of any annual bonus award earned under the Annual Bonus Plan based on the NEO's service during such fiscal year and actual performance under the Annual Bonus Plan. The annual bonus is payable at the same time and in the same manner as awards are paid to other NEOs for the fiscal year. Stock Incentive Plans. Upon death, disability or voluntary termination of employment after attaining age 59 with ten years of service with the Company, subject to certain conditions, the restrictions on time-vested units vest. Upon death, disability or voluntary termination of employment after attaining age 59 with ten years of service with the Company, subject to certain conditions, the restrictions on performance units will vest on a prorated basis based on Company performance for each open three-year cycle. Deferred Compensation Plan. Upon death, disability, or other qualifying separation from service, including retirement, all in accordance with Section 409A of the Internal Revenue Code, all amounts deferred by the NEOs under the Deferred Compensation Plan, including any vested amounts credited to the NEOs pursuant to a discretionary Company contribution, shall generally be paid, or commence payment, within 60 days of the termination in accordance with the schedule elected by the NEO at the time of deferral.

  144. ESTIMATED PAYMENTS ON TERMINATION OR CHANGE IN CONTROL

    ESTIMATED PAYMENTS ON TERMINATION OR CHANGE IN CONTROL The following table summarizes the potential payments and benefits payable to each NEO upon a change in control or termination of employment following each of the triggering events set forth in the table. As required, the amounts in the table assume that the termination of employment or change in control of Wolverine Worldwide took place on the Company's last day of fiscal year 2023, which was December 30, 2023. The amounts set out below are in addition to benefits that are generally available to the Company's employees such as distributions under the Company's 401(k) savings plan, disability or life insurance benefits and accrued vacation. Due to the many factors that affect the nature and amount of any benefits provided upon the termination events discussed below, any actual amounts paid or distributed to NEOs may be different. Factors that may affect these amounts include timing during the year of the occurrence of the event, Wolverine Worldwide's stock price and the NEO's age and years of service. The value of the accelerated vesting of unvested equity-based compensation awards was computed using the closing market price $8.89 of Wolverine Worldwide's common stock on December 29, 2023, the last business day in fiscal year 2023. The value for unvested restricted stock is computed by multiplying $8.89 by the number of shares of the NEO's restricted stock that would vest as a result of an event. Each of the hypothetical events described in the following table (the highlighted blue headings in the left-hand column) is calculated and reported as a discrete event. For example, the amounts disclosed under the “Change in Control Only” heading are not cumulative with the amounts disclosed under the “Change in Control/Termination” heading. Notwithstanding the foregoing, the amounts for Mr. Hoffman reflect actual payments and benefits paid or provided to him under his employment agreement in connection with the termination of his employment with the Company in August 2023.

  145. ESTIMATED PAYMENTS ON TERMINATION OR CHANGE IN CONTROL

    | Termination Event and Payment / Benefits | Hufnagel | Klimek | Soriano | Stornant | Zwiers | Hoffman | | Termination by Company for Cause or Voluntary Termination (other than for Good Reason or due to Retirement) | — | — | — | — | — | — | | Termination by Company Other Than for Cause or by Executive for Good Reason or In Lieu of Notice | $3,967,336 | — | $431,262(11) | — | — | $1,123,412(12) | | Change in Control / Termination | | | | | | | | Executive Severance Agreement(1) | $5,605,615 | $2,925,759 | $3,293,524 | $4,914,785 | $6,572,165 | — | | Benefits under Executive Severance Agreement(2) | $40,704 | $33,073 | $34,868 | $48,160 | $41,065 | — | | Stock Incentive Plans(3) | $1,199,963 | $764,725 | $778,394 | $503,550 | $449,218 | — | | Lump sum payment under the SERP(4) | $2,008,656 | — | — | $5,366,224 | $6,657,249 | — | | Death | | | | | | | | SERP(5) | $1,827,497 | — | — | $4,159,565 | $4,465,493 | — | | Pension Plan(6) | $309,013 | $192,544 | — | $994,004 | $998,185 | — | | Stock Incentive Plans(3) | $1,199,963 | $764,725 | $778,394 | $503,550 | $449,218 | — | | Earned Incentive Compensation(7) | $1,877,034 | $364,835 | $428,767 | $839,311 | $455,486 | — | | Disability | | | | | | | | SERP(8) | $1,628,197 | — | — | $3,800,606 | $4,561,013 | — | | Stock Incentive Plans(3) | $1,199,963 | $764,725 | $778,394 | $503,550 | $449,218 | — | | Earned Incentive Compensation(7) | $1,877,034 | $364,835 | $428,767 | $839,311 | $455,486 | — | | Retirement | | | | | | | | SERP(9) | $1,342,553 | — | — | $3,932,037 | $4,416,531 | — | | Pension Plan(9) | $637,588 | $486,297 | — | $1,466,000 | $1,323,837 | — | | Stock Incentive Plans(3) | — | — | — | — | — | — | | Earned Incentive Compensation(7) | — | — | — | — | — | — | | Change in Control Only | | | | | | | | Stock Incentive Plans(10) | — | | — | — | — | — |

  146. ESTIMATED PAYMENTS ON TERMINATION OR CHANGE IN CONTROL

    | 1. | Payments would be triggered after termination of employment under certain circumstances within two years following a change in control. Includes amounts payable in cash under the terms of the Executive Severance Agreement, excluding the value of the cash payout to each NEO of the option spread for already vested options. The timing of the payment would be delayed to the extent earlier payment would trigger Section 409A of the tax code. The value of service-based restricted units that vest upon a change in control under the terms of the Company's stock incentive plans are included in the Stock Incentive Plans row. |

  147. ESTIMATED PAYMENTS ON TERMINATION OR CHANGE IN CONTROL

    | 2024 PROXY STATEMENT | | 68 |

  148. ESTIMATED PAYMENTS ON TERMINATION OR CHANGE IN CONTROL

    | 2. | These estimates assume that Wolverine Worldwide, or any successor company, maintains the benefit plans for a period of one year after termination and the outplacement services for a period beginning with the date of termination and ending on the last day of the second calendar year following the calendar year in which the date of termination occurred. |

  149. ESTIMATED PAYMENTS ON TERMINATION OR CHANGE IN CONTROL

    | 3. | Reflects the value of unvested shares of restricted stock units that would vest because of the event. |

  150. ESTIMATED PAYMENTS ON TERMINATION OR CHANGE IN CONTROL

    | 4. | Reflects the entire lump sum benefit payable to applicable NEOs, including any accumulated benefit. The timing of the payment would be delayed to the extent earlier payment would trigger Section 409A of the Tax Code. |

  151. ESTIMATED PAYMENTS ON TERMINATION OR CHANGE IN CONTROL

    | 5. | Reflects the entire lump sum death benefit payable to a participating NEO's beneficiary, including any accumulated benefit. |

  152. ESTIMATED PAYMENTS ON TERMINATION OR CHANGE IN CONTROL

    | 6. | Amounts reflect the net present value of the annuity paid to the surviving spouse calculated using the same discount rate and mortality assumptions used in the Pension Benefits table under the heading “Pension Benefits in Fiscal Year 2023” under the heading “Pension Plans and 2023 Pension Benefits.” In accordance with the terms of the Pension Plan, the death benefit for Messrs. Stornant and Zwiers was calculated as though the NEO had continued as an employee of Wolverine Worldwide until age 65 at the compensation level as of the date of death. |

  153. ESTIMATED PAYMENTS ON TERMINATION OR CHANGE IN CONTROL

    | 7. | Under the Annual Bonus Plan and the terms of performance unit awards, each NEO may be eligible to receive a pro rata portion of any award if employment is terminated as a result of any of the specified events in the table. The amount reported represents (a) actual payout under the Annual Bonus Plan for fiscal year 2023, (b) actual payout under the 2021-2023 performance cycle and (c) target performance for the 2022-2024 and 2023-2025 performance cycles. Performance units would vest on a prorated basis based on actual Company performance. |

  154. ESTIMATED PAYMENTS ON TERMINATION OR CHANGE IN CONTROL

    | 8. | Reflects the net present value of the annuity using the same discount rate and mortality assumptions used in the Pension Benefits table and assuming the NEO drew the disability benefit until age 65 followed by the normal retirement benefit. |

  155. ESTIMATED PAYMENTS ON TERMINATION OR CHANGE IN CONTROL

    | 9. | Reflects the net present value of benefits according to actual elections in place and assuming SERP benefits begin at age 55 (or immediately if older than 55) and pension benefits as of age 60 with 10 years of service. |

  156. ESTIMATED PAYMENTS ON TERMINATION OR CHANGE IN CONTROL

    | 10. | Unvested restricted stock units (including performance share awards) do not vest based on a change in control only. |

  157. ESTIMATED PAYMENTS ON TERMINATION OR CHANGE IN CONTROL

    | 11. | Represents 9 months of base salary and is the maximum amount payable if the company chooses to terminate her employment without notice. If Ms. Soriano voluntarily terminates, the maximum payout in lieu of notice is six months of base salary ($287,508). |

  158. ESTIMATED PAYMENTS ON TERMINATION OR CHANGE IN CONTROL

    | 12. | Represents actual amounts paid and benefits provided under the terms of Mr. Hoffman's employment agreement in connection with the termination of Mr. Hoffman's employment in 2023. |

  159. CEO PAY RATIO

    CEO PAY RATIO As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Christopher Hufnagel, the Company's Chief Executive Officer during fiscal year 2023. We calculated the CEO's annual total compensation by annualizing the compensation of Mr. Hufnagel, the CEO on the date used to identify the median employee. For 2023, our last completed fiscal year, the annual total compensation of the employee of the Company identified at median was $50,238 and the annual total compensation of the CEO utilizing the method outlined above was $3,360,805. Based on this information, the 2023 ratio of the annual total compensation of Mr. Hufnagel to the median of the annual total compensation of all employees was estimated to be 67 to 1. The methodology and the material assumptions, adjustments and estimates that we used to identify the median of the annual total compensation of all our employees in 2023, as well as to determine the annual total compensation of our “median employee” and our CEO, are described below.

  160. CEO PAY RATIO

    | • | We determined that, as of December 30, 2023, our employee population consisted of approximately 4,098 (2,251 in the U.S. and 1,847 outside the U.S.) individuals globally. After excluding employees from Austria (2), Belgium (1), Cayman Islands (1), Chile (13), Dominican Republic (4), Hong Kong (29), India (8 employees), Ireland (58), and Thailand (1) pursuant to the “de minimis” exception provided for in the rules, we used a base of 3,981 employees for purposes of determining the “median employee.” We selected December 30, 2023, as the date upon which we would identify the median employee in order to align with year-end. |

  161. CEO PAY RATIO

    | • | To identify the median employee from our employee population, we used annual base salary, plus bonus and other cash incentives paid for the 12-month period ending December 30, 2023 as our consistently applied compensation measure - the same approach used in prior years. |

  162. CEO PAY RATIO

    | ○ | In making this determination, we annualized the compensation of all newly hired regular employees during this period. |

  163. CEO PAY RATIO

    | ○ | Additionally, for our full-time population, we used annualized salary; for our part-time population, we used the hourly rate of pay multiplied by the regularly scheduled hours expected to work. |

  164. CEO PAY RATIO

    | • | Once we identified our median employee, we combined the elements of such employee's compensation for fiscal 2023 in accordance with the SEC's rules, resulting in annual total compensation of $50,238. |

  165. CEO PAY RATIO

    | • | With respect to the annual total compensation of our CEO, we annualized the compensation of Christopher Hufnagel, our CEO on the date used to identify the median employee. |

  166. CEO PAY RATIO

    | 2024 PROXY STATEMENT | | 69 |

  167. PAY VS. PERFORMANCE

    PAY VS. PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, the following information is provided about the relationship between Compensation shown on the Summary Compensation Table (SCT), Compensation Actually Paid (CAP), Total Shareholder Return (TSR), Net Income, and Non-GAAP Pre-Tax Income as the Company Selected Measure.

  168. PAY VS. PERFORMANCE

    | | | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Comp. Table Total for Krueger CEO(a) | Summary Comp. Table Total for Mr. Hoffman CEO(a) | Summary Comp. Table Total for Mr. Hufnagel CEO(a) | Comp. Actually Paid to Krueger CEO(a),(b) | Comp. Actually Paid to Hoffman CEO(a),(b) | Comp. Actually Paid to Hufnagel CEO(a),(b) | Average Summary Comp. Table Total for Non-CEO NEOs(a) | Average Comp. Actually Paid to Non-CEO NEOs(a),(b) | Wolverine World Wide TSR | Peer Group (c) TSR | Net Income (in Millions) | Non-GAAP Pre-Tax Income (in Millions) (d) | | 2023 | N/A | $7,578,715 | $3,174,477 | N/A | $3,230,490 | $2,691,339 | $2,310,884 | $1,841,974 | $28.98 | $134.84 | ($39.2) | $4.8 | | 2022 | N/A | $6,519,654 | N/A | N/A | $207,454 | N/A | $1,818,674 | $868,826 | $34.33 | $108.06 | ($189) | $133.1 | | 2021 | $14,405,857 | N/A | N/A | $3,570,244 | N/A | N/A | $3,924,986 | $2,336,212 | $88.24 | $151.33 | $67 | $191.5 | | 2020 | $9,519,491 | N/A | N/A | $5,934,954 | N/A | N/A | $3,547,178 | $2,591,063 | $94.56 | $120.70 | ($138.6) | $92.4 |

  169. PAY VS. PERFORMANCE

    | (a) NEOs included in these columns reflect the following: |

  170. PAY VS. PERFORMANCE

    | Year | CEO (or Principal Executive Officer) | Non-CEO NEOs | | 2023 | Brendan Hoffman (through 8/5/2023) & Christopher Hufnagel (through end of year) | Isabel Soriano, Michael Stornant, James Zwiers, Amy Klimek | | 2022 | Brendan Hoffman | Isabel Soriano, Michael Stornant, James Zwiers, Christopher Hufnagel | | 2021 | Blake Krueger | Brendan Hoffman, Isabel Soriano, Michael Stornant, James Zwiers | | 2020 | Blake Krueger | Brendan Hoffman, Michael Jeppesen, Michael Stornant, James Zwiers |

  171. PAY VS. PERFORMANCE

    | (b) The following table details the adjustment to the Summary Compensation Table Total Pay for our CEO, as well as the average for our other NEOs, to determine “compensation actually paid,” as computed in accordance with Item 402(v), with dividends accounted for in the change in fair value of the awards. Amounts do not reflect actual compensation earned by or paid to our NEOs during 2023. |

  172. PAY VS. PERFORMANCE

    | | CEO | | NEO Average | | | Hoffman (2023) | Hufnagel (2023) | 2023 | | Summary Compensation Table Total | $7,578,715 | $3,174,477 | $2,310,884 | | Less: Reported Fair Value of Equity Awards(1) | $5,800,021 | $1,650,032 | $1,078,853 | | Add: Year-End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year(2) | $2,693,615 | $1,323,518 | $822,604 | | Add: Year Over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year(2) | $219,399 | $55,401 | $62,459 | | Add: Year Over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years(2) | ($464,034) | ($84,675) | ($89,668) | | Less: Fair Value at the End of Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year(2) | $1,114,007 | $— | $— | | Add: Value of Dividends or Other Earnings Paid on Stock or Option Awards Not Otherwise Reflected in Fair Value or Total Compensation | $116,824 | $25,586 | $26,233 | | Less: Change in Pension Value Reported in the Summary Compensation Table | $— | $366,393 | $330,331 | | Add: Pension Service Cost for Services Rendered During the Year | $— | $213,457 | $118,647 | | Compensation Actually Paid | $3,230,490 | $2,691,339 | $1,841,974 |

  173. PAY VS. PERFORMANCE

    | (1) The amounts reflect the aggregate grant-date fair value reported in the “Stock Awards” columns in the Summary Compensation Table for the applicable year. |

  174. PAY VS. PERFORMANCE

    | (2) In accordance with Item 402(v) requirements, the fair values of unvested and outstanding equity awards to our NEOs were measured as of the end of each fiscal year, and as of each vesting date, during the years displayed in the table above. For performance-based awards, the fair values reflect the probable outcome of the performance vesting conditions as of each measurement date. Dividends are accounted for in the change in fair value calculations. We did not grant any equity awards that vested in the year of grant. |

  175. PAY VS. PERFORMANCE

    | (c) Peer Group reflects the same S&P 1500 Consumer Durables & Apparel Index used for the performance graph included in the 10-K as required under S-K Item 201(e)(1)(ii). |

  176. PAY VS. PERFORMANCE

    | (d) For a reconciliation of GAAP Pre-tax Income to non-GAAP Pre-tax Income, as used in the third table below, See the Non-GAAP reconciliation table in Appendix A. |

  177. PAY VS. PERFORMANCE

    | 2024 PROXY STATEMENT | | 70 |

  178. Tabular list of Company Performance Measures

    Tabular list of Company Performance Measures The four measures listed below, in no particular order, represent the most important metrics to link Compensation Actually Paid for FY 2023 as further described in our Compensation Discussion and Analysis (CD&A) within the sections titled “Short-Term Incentive Compensation” and “Long-Term Incentive Compensation.”

  179. Tabular list of Company Performance Measures

    | Most Important Performance Measures | | Non-GAAP Pre-Tax Income | | Revenue | | Non-GAAP Operating Profit | | Relative TSR |

  180. Compensation Actually Paid versus Total Shareholder Return

    Compensation Actually Paid versus Total Shareholder Return The Chart below compares CEO and other NEOs’ Compensation Actually Paid to the Company’s TSR and Peer Group TSR. The TSR calculation assumes a $100 investment made on 12/28/2019.

  181. Compensation Actually Paid versus Total Shareholder Return

    | 2024 PROXY STATEMENT | | 71 |

  182. Compensation Actually Paid versus Net Income

    Compensation Actually Paid versus Net Income The chart below compares the CEO and other NEOs’ Compensation Actually Paid to our Company’s GAAP Net Income.

  183. Compensation Actually Paid versus Non-GAAP Pre-Tax Income

    Compensation Actually Paid versus Non-GAAP Pre-Tax Income The chart below compares the CEO and other NEOs’ Compensation Actually Paid to our Company Selected Measure, Non-GAAP Pre-Tax Income.

  184. Compensation Actually Paid versus Non-GAAP Pre-Tax Income

    | 2024 PROXY STATEMENT | | 72 |

  185. Approve Executive Compensation

    | • | Weighting at-risk and variable compensation (annual bonuses and long-term incentives) much more heavily than fixed compensation (base salaries) |

  186. Approve Executive Compensation

    | • | Rewarding annual performance while maintaining emphasis on longer-term objectives |

  187. Approve Executive Compensation

    | • | Blending cash, non-cash, long- and short-term compensation components and current and future compensation components |

  188. Overview

    Overview On March 7, 2024, the Board unanimously adopted and approved the Wolverine World Wide, Inc. Stock Incentive Plan of 2024 (the “Plan”), subject to shareholder approval. The Plan supersedes the Wolverine World Wide, Inc. Stock Incentive Plan of 2016, which was approved by Company shareholders at the 2016 annual meeting and approved in a restated and amended form by Company shareholders at the 2018 annual meeting, at the 2021 annual meeting and again at the 2023 annual meeting (the “Current Plan”). The Plan allows grants of cash awards, stock options, stock appreciation rights, restricted stock, restricted stock units and stock awards, any of which may be performance-based, and for incentive bonuses. If shareholders approve the Plan, the Company will not grant any additional awards under the Current Plan and the number of shares remaining available under the Current Plan as of the effective date of the Plan will become available for grant under the Plan. Awards previously granted under the Current Plan would be unaffected by the adoption of the Plan, and they would remain outstanding under the terms pursuant to which they were previously granted. If shareholders do not approve the Plan, the Current Plan will remain in existence, but the Company will not have sufficient shares to make its anticipated February 2025 employee grants.

  189. Why You Should Vote For the Plan

    Why You Should Vote For the Plan The Board recommends that the Company’s shareholders approve the Plan because it believes that equity awards are a critical part of the Company’s compensation program and are essential to the Company’s ability to effectively compete for and appropriately motivate and reward key talent. The Board believes that it is in the interests of both the Company and its shareholders to strengthen the Company’s ability to attract, motivate and retain high quality employees and directors to incentivize achievement of the Company’s financial and strategic goals through the issuance of equity and other performance-based awards. The Company is seeking shareholder approval of the Plan because the Board does not believe that the shares available for issuance with respect to equity awards under the Current Plan are sufficient to meet even the Company’s short-term needs. There are not enough shares available under the Current Plan to make anticipated employee grants in February 2025 in accordance with the Company’s compensation program, as described in connection with NEO compensation in the CD&A Section of this Proxy Statement. The Plan is broad-based, with 377 employees receiving grants under the Current Plan in February 2024, aligning employee and shareholder interests during a time of significant transformation of the Company. Equity grants are a key feature of the Company’s compensation program, which has been approved by an average 97% shareholder say-on-pay vote over the last three years. Equity grants include performance share units (PSUs) that tie executive compensation to both the Company’s stock price and the Company’s financial and relative TSR performance. PSUs are the most at-risk component of executive compensation at the Company and are an effective way to link executive compensation to Company performance. The Company heavily weights CEO and NEO equity awards to this form of grant (70% for the CEO and 60% for other NEOs in 2024). Without shareholder approval of additional shares under the Plan, the Company’s ability to grant shares and focus on at-risk compensation that aligns executive and shareholder interests would be jeopardized at a time when the Company is seeking to make transformational changes under challenging industry conditions. The Company would also potentially face negative cash-flow, accounting and financial implications if it had to shift its compensation programs to be more heavily cash weighted because of insufficient available shares. The Company believes that the availability of 3.3 million shares under the Plan in addition to the remaining shares under the Current Plan (approximately 1.1 million shares as of the Company’s March 4, 2024 record date) would provide sufficient additional shares to continue to make awards at historical average rates for one year.

  190. Reasonable Annual Grant Levels

    Reasonable Annual Grant Levels The Company tracks the number of shares subject to equity awards that it grants annually, commonly referred to as the burn rate. Burn rate shows how rapidly a company is depleting its shares reserved for equity compensation awards and equals the number of equity awards granted as incentives during the year divided by the weighted average number of shares of common stock outstanding during the year. Below is the Company’s burn rate for the past three years:

  191. Reasonable Annual Grant Levels

    | Fiscal Year | Stock Options Granted | Full Value Awards | Weighted Average Shares Outstanding | Burn Rate Percentage | | 2023 | — | 2,364,879 | 79,400,000 | 2.98% | | 2022 | 20,171 | 1,417,709 | 79,700,000 | 1.80% | | 2021 | 23,610 | 1,285,894 | 82,300,000 | 1.59% |

  192. Reasonable Annual Grant Levels

    The above burn rate is reasonably aligned to market levels. The Company also tracks an alternative burn rate measure that includes PSUs that vest during a year rather than PSUs that were granted during a year. This measure reflects how many PSUs are earned by executives, providing valuable supplemental information on actual share usage. As the table below shows, when looking at PSU shares earned, the Company’s burn rates are even lower than under the standard measure:

  193. Reasonable Annual Grant Levels

    | Fiscal Year | Stock Options Granted | Full Value Awards | Weighted Average Shares Outstanding | Burn Rate Percentage | | 2023 | — | 1,864,992 | 79,400,000 | 2.35% | | 2022 | 20,171 | 1,323,746 | 79,700,000 | 1.67% | | 2021 | 23,610 | 836,555 | 82,300,000 | 1.03% |

  194. Overhang

    | Total shares underlying all outstanding stock options | 1,608,079 | | Weighted average exercise price of outstanding stock options | $21.57 | | Weighted average remaining contractual life of outstanding stock options (years) | 1.9 | | Total shares underlying all outstanding and unvested performance shares and units | 2,030,192 | | Total shares underlying all outstanding and unvested restricted stock and units (excluding performance shares and units) | 3,145,095 | | Shares available for future awards that could be issued under Current Plan | 1,090,272 | | New shares requested under the Plan | 3,300,000 | | Total Shares Outstanding | 79,900,000 |

  195. Promotion of Good Corporate Governance Practices

    | • | Stock options and stock appreciation rights may not be granted with exercise prices lower than the fair market value of the underlying shares on the grant date |

  196. Promotion of Good Corporate Governance Practices

    | • | The administrator may not, without prior approval of the Company’s shareholders, “reprice” any previously granted underwater stock options or stock appreciation rights |

  197. Promotion of Good Corporate Governance Practices

    | • | No liberal share recycling of stock options or full-value awards |

  198. Promotion of Good Corporate Governance Practices

    | • | No dividends or dividend equivalents will be paid with respect to restricted stock units or restricted stock, including any performance-based restricted stock units or restricted stock, until the underlying awards vest or are earned, as applicable |

  199. Promotion of Good Corporate Governance Practices

    | • | No dividends or dividend equivalents will be paid with respect to shares subject to stock options or stock appreciation rights |

  200. Promotion of Good Corporate Governance Practices

    | • | Awards subject to time-based vesting are subject to “double-trigger” vesting on a change in control of the Company |

  201. Eligibility

    Eligibility Any person who is a current or, to the extent consistent with Section 409A of the Code, prospective officer or employee of the Company or of any Company subsidiary, will be eligible for selection by the administrator for the grant of awards under the Plan. In addition, non-employee directors and any service providers who have been retained to provide consulting, advisory or other services to the Company or to any Company subsidiary will be eligible for the grant of awards under the Plan. Stock options intended to qualify as “incentive stock options” (“ISOs”) within the meaning of Section 422 of the Code may only be granted to employees of the Company or a Company subsidiary. As of March 4, 2024, approximately 4 executive officers, 377 total employees, and 9 non-employee directors would be eligible to participate in the Plan. As of this same date, the closing price of a share of common stock of the Company was $9.63.

  202. Shares Subject to the Plan and to Awards

    Shares Subject to the Plan and to Awards Subject to changes in the Company’s capitalization, as of May 2, 2024 (the “Effective Date”), the number of shares of the Company’s common stock authorized for future grant under the Plan will equal 3,300,000 shares plus the number of shares remaining available for grant under the Current Plan as of the Effective Date (as of March 4, 2024, such number is equal to approximately 1.1 million), plus any shares of the Company’s common stock underlying awards outstanding as of the Effective Date granted under the Current Plan or the Company’s Stock Incentive Plan of 2013 and the Company’s Stock Incentive Plan of 2010 (collectively, the “Prior Plans”), that, after the Effective Date, cease for any reason to be subject to such awards (other than by reason of exercise or settlement of the awards to the extent they are exercised for or settled in vested and non-forfeitable shares). In addition, if, after the Effective Date, any shares subject to an award granted under the Plan are forfeited, the award expires or is settled for cash (in whole or in part), the shares subject to such award shall, to the extent of such forfeiture, expiration or cash settlement, again be available for future awards under the Plan. The shares issued pursuant to awards granted under the Plan may be shares that are authorized and unissued or issued shares that were reacquired by the Company, including shares purchased in the open market. No fractional shares will be delivered under the Plan. For purposes of determining the share limits described in the paragraph above, the aggregate number of shares issued under the Plan at any time will equal only the number of shares actually issued (as calculated above) upon exercise or settlement of an award. Notwithstanding the foregoing, shares subject to an award under the Plan or the Prior Plans may not again be made available for issuance under the Plan if such shares were: (i) subject to a stock-settled stock appreciation right and were not issued upon the net settlement or net exercise of such stock appreciation right, (ii) used to pay the exercise price of a stock option or the purchase price, if any, for an award, (iii) delivered to or withheld by the Company to pay the withholding taxes related to an award, or (iv) repurchased on the open market with the proceeds of a stock option exercise. Shares subject to awards that have been canceled, expired, forfeited or otherwise not issued under an award and shares subject to awards settled in cash will not count as shares issued under the Plan for purposes of the above limit. Subject to certain adjustments, the aggregate number of shares that may be issued pursuant to the exercise of ISOs granted under the Plan may not exceed 3,300,000. The aggregate grant date fair value of awards (computed as of the date of grant in accordance with applicable financial accounting rules) granted under the Plan during any calendar year to any one non-employee director will not exceed $600,000. In addition, (i) no portion of any grant of restricted stock will be scheduled to vest prior to the date that is one year following the date the restricted stock is granted; (ii) no portion of any grant of an option or stock appreciation right will be scheduled to become exercisable prior to the date that is one year following the date the option or stock appreciation right is granted; and (iii) no portion of any grant of a restricted stock unit or incentive bonus will be scheduled to vest or be settled, paid or distributed prior to the date that is one year following the date the award is granted; provided; however, that awards that result in the issuance of an aggregate of up to 5% of the gross number of shares reserved for issuance under the Plan may be granted to eligible persons without regard to the minimum vesting, exercisability, settlement, payment and distribution provisions described in this paragraph.

  203. Stock Options

    Stock Options Stock options granted under the Plan may either be ISOs or stock options that are not intended to qualify as ISOs (“nonqualified stock options” or “NQSOs”). The administrator will establish the exercise price per share under each stock option, which will not be less than the fair market value (or 110% of the fair market value in the case of ISOs granted to individuals who own more than 10% of the Company’s common stock) of a share on the date the stock option is granted, except in certain cases where substitute or replacement awards are granted in connection with a merger or acquisition. The administrator will establish the term of each stock option, which in no case may exceed a period of 10 years from the date of grant (or five years in the case of ISOs granted to individuals who own more than 10% of the Company’s common stock). Unless the administrator determines otherwise, (i) upon termination of employment other than due to death, disability, retirement or termination for cause, to the extent vested on the date of such termination, stock options remain exercisable for three months following such date (or until the expiration date of the stock option, if earlier), (ii) upon death or disability, stock options become fully vested and remain exercisable for one year following such event (or until the expiration date of the stock option, if earlier), (iii) upon retirement, stock options become fully vested and remain exercisable until their expiration date, and (iv) upon termination of employment for cause, all stock options are forfeited. No dividends or dividend equivalents may be paid or granted in respect of shares subject to stock options or stock appreciation rights and no holder of a stock option is entitled to any dividends with respect to the shares subject to stock options or appreciation rights unless and until such awards have vested and have been exercised in accordance with the terms of the Plan and the applicable award agreement and such shares are reflected as issued and outstanding.

  204. Stock Options

    | 2024 PROXY STATEMENT | | 80 |

  205. Restricted Stock and Restricted Stock Units

    Restricted Stock and Restricted Stock Units Restricted stock is an award or issuance of shares the grant, issuance, retention, vesting and/or transferability of which is subject during specified periods of time to certain conditions (including continued employment or performance conditions) determined by the administrator. Restricted stock units are awards denominated in units of shares under which the issuance of shares is subject to such conditions (including continued employment or performance conditions) and terms as the administrator deems appropriate. Notwithstanding the satisfaction of any performance goals, the number of shares granted, issued, retainable and/or vested under an award of restricted stock or restricted stock units on account of either financial performance or personal performance evaluations may be reduced, but not increased, by the administrator on the basis of such further consideration as the administrator may determine. Unless the administrator determines otherwise, (i) upon termination of employment for any reason other than death, disability or retirement, all restricted stock and restricted stock units still subject to restrictions as of the date of termination will be forfeited, and (ii) upon death, disability or retirement, in general, the restrictions remaining on a participant’s restricted stock and restricted stock units will lapse, except that any applicable performance criteria will not lapse upon a participant’s retirement. Unless otherwise determined by the administrator, participants holding shares of restricted stock granted under the Plan may exercise full voting rights with respect to those shares during the period of restriction, but participants will have no voting rights with respect to shares underlying restricted stock units unless and until such shares are reflected as issued and outstanding shares on the Company’s stock ledger. The administrator will determine the extent to which participants are entitled to receive dividends or dividend equivalents with respect to restricted stock and shares underlying restricted stock units. Any cash or stock dividends and dividend equivalents with respect to restricted stock and restricted stock units, if any, will be withheld by the Company for the participant’s account and will be paid, if at all, (i) in the case of restricted stock, upon the satisfaction of any restrictions imposed on the restricted stock in respect of which the dividends were paid (including, if applicable, the achievement of applicable performance measure(s)) and (ii) in the case of restricted stock units, at the time the shares and/or cash underlying such restricted stock units is paid, and any dividends deferred in respect of any restricted stock and restricted stock units will be forfeited upon the forfeiture of such restricted stock and restricted stock units. Any non-cash dividends or distributions paid with respect to restricted stock and restricted stock units will be subject to the same restrictions that apply to the award to which they relate.

  206. Incentive Bonuses

    Incentive Bonuses An incentive bonus will confer upon the participant the opportunity to earn a future payment, in cash or shares, tied to the level of achievement with respect to one or more performance criteria established for a performance period of not less than one year. The administrator will establish the terms and conditions to which the award is subject, including performance criteria and the level of achievement of the criteria that will determine the target and maximum amounts payable under an incentive bonus award, which criteria may be based on financial performance and/or personal performance evaluations. Notwithstanding the satisfaction of any performance goals, the amount paid under an incentive bonus award on account of either financial performance or personal performance evaluations may be adjusted by the administrator as set forth in the Plan.

  207. Incentive Bonuses

    | 2024 PROXY STATEMENT | | 81 |

  208. Deferral of Gains

    Deferral of Gains The administrator may, in an award agreement or otherwise, provide for the deferred delivery of shares upon settlement, vesting or other events with respect to restricted stock or restricted stock units, or for the deferred payment or satisfaction of an incentive bonus. However, in no event will any deferral of the delivery of shares or any other payment with respect to any award be allowed if the administrator determines, in its sole and absolute discretion that the deferral would result in the imposition of the additional tax under Section 409A of the Code. Notwithstanding the foregoing and to the extent compliant with Section 409A of the Code, if the administrator permits any deferral of shares or any other payment as described above, payment of any vested award that a participant has elected to defer will be made regardless of any deferral election within thirty (30) days of a change in control or the participant’s separation from service (including death).

  209. Suspension or Termination of Awards

    Suspension or Termination of Awards Unless otherwise determined by the administrator, (i) if the Company’s chief executive officer or any other person designated by the administrator reasonably believes that a participant may have committed an act of misconduct (as defined in the Plan), then the participant’s rights to exercise any stock option, vest in any award and/or receive payment for or shares in settlement of an award, may be suspended pending a determination of whether such misconduct has been committed, and (ii) if the administrator, the Company’s chief executive officer or any other person designated by the administrator determines that a participant has committed an act of misconduct, then the participant (a) may not exercise any stock option or stock appreciation right, vest in any award, have restrictions on an award lapse or otherwise receive payment of an award, (b) will forfeit all outstanding awards, and (c) may be required, at the discretion of the administrator, to return or repay to the Company any then unvested shares previously issued under the Plan. In addition, the administrator may seek to recover awards made under the Plan and payments under or gain in respect of any award in accordance with the Company’s Policy for Recovery of Incentive Compensation or any successor or additional clawback or recoupment policy or as otherwise required by applicable law or applicable stock exchange listing standards.

  210. No Repricing Without Shareholder Approval

    No Repricing Without Shareholder Approval Other than in connection with certain changes in the Company’s capitalization, the administrator may not, without prior approval of the Company’s shareholders, effect any “repricing” of a previously granted stock option or stock appreciation right that is “underwater” (i.e., the fair market value of the shares underlying such award is less than the exercise price of such award) by (i) amending or modifying the terms of the award to lower the exercise price; (ii) canceling the underwater award and granting either (a) replacement stock options or stock appreciation rights, as applicable, having a lower exercise price or (b) restricted stock, restricted stock units, performance awards or stock awards in exchange; or (iii) cancelling or repurchasing the underwater award for cash or other securities.

  211. Amendment and Termination

    Amendment and Termination The Board may amend, alter or discontinue the Plan, and the administrator may amend or alter any agreement or other document evidencing an award made under the Plan, except that, unless in connection with a change in the capitalization of the Company or a change in control, no such amendment or alteration may, without the approval of the shareholders of the Company: (i) increase the maximum number of shares for which awards may be granted under the Plan, (ii) reduce the minimum price set forth in the Plan at which stock options or stock appreciation rights may be granted, (iii) reduce the exercise price of outstanding stock options or stock appreciation rights, (iv) extend the term of the Plan, (v) change the class of persons eligible to be participants, (vi) otherwise amend the Plan in any manner requiring shareholder approval by law or under the New York Stock Exchange listing requirements (or the listing requirements of any successor exchange that is the primary stock exchange for trading of the Company’s shares), or (vii) increase the individual maximum limits set forth in the Plan. Except as set forth in the Plan, no amendment or alteration to the Plan or an award or award agreement may be made that would impair the rights of the holder of an award without such holder’s consent. In addition, the Plan may not be amended in any way that causes the Plan to fail to comply with or be exempt from Section 409A of the Code, unless the Board expressly determines to amend the Plan to be subject to Section 409A of the Code. The administrator may, in its sole and absolute discretion, modify the provisions of the Plan or an award as they pertain to a participant who is employed or providing services outside the United States in order to comply with applicable foreign law or to recognize differences in local law, currency or tax policy.

  212. Change in Control

    Change in Control Awards granted under the Plan that are subject to vesting based on continuous employment or service, to the extent awards are assumed or substituted by an acquirer in the change in control (as defined in the Plan) awards shall not immediately vest upon the change in control and instead shall continue to vest in accordance with their terms, provided that if a participant experiences a termination of employment (as defined in the Plan) by the Company without cause (as defined in the Plan) or by the participant for good reason (as defined in the Plan), in each case, within the twenty-four (24) month period following the change in control, the awards shall immediately vest and become exercisable or shall be settled upon such qualifying termination. If, at any time during the vesting period of an award, a participant is or becomes eligible to terminate his or her employment with the Company or its Subsidiaries due to retirement, the award shall immediately vest in full upon the change in control. For awards granted under the Plan that are subject to performance conditions, if a change in control occurs prior to the end date of a performance period, to the extent the performance award is outstanding immediately prior to such change in control, such award will vest (a) based on actual performance through the date of the change in control as determined by the administrator (treating the change in control as the end of the applicable performance period) without proration for the time elapsed in such performance period prior to such change in control for purposes of determining performance, but in the discretion of the administrator, prorated for purposes of elapsed time in a manner consistent with subsection (b) below, (b) assuming that target level of performance is attained and prorated based on the number of days in the performance period that elapsed prior to the change in control over the total number of days in the performance period, or (c) a combination of (a) and (b) (without double counting). Any portion of the performance award (or the full award as applicable) that does not vest in connection with a change in control as contemplated herein will automatically terminate upon such change in control. Subject to and limited by the requirements of the preceding paragraphs, the administrator shall determine the effect of a change in control (as defined in the Plan) on outstanding awards. These effects, which need not be the same for all participants, may include, but are not limited to (i) substituting for the shares subject to an outstanding award or portion thereof the stock or securities of the surviving corporation or any successor corporation (or parent or subsidiary thereof), in which event the aggregate exercise price of the award will remain the same, and/or

  213. Change in Control

    | 2024 PROXY STATEMENT | | 83 |

  214. Change in Control

    (ii) converting any outstanding award or portion thereof into a right to receive cash or other property following the consummation of the change in control in an amount equal to the value of the consideration to be received for one share of the Company’s common stock in connection with such transaction less the purchase or exercise price of the shares subject to the award, if any, multiplied by the number of shares subject to the award or portion thereof. The administrator may determine that some or all participants holding vested and exercisable stock options or stock appreciation rights will receive with respect to some or all of the shares subject to such awards cash in an amount equal to the excess of (i) the greater of (a) the highest sales price of the shares on the New York Stock Exchange (or any successor exchange that is the primary stock exchange for trading of the Company’s shares) on the date immediately prior to the change in control and (b) the highest price per share actually paid in connection with the change in control, over (ii) the exercise price of the award.

  215. Adjustments

    Adjustments The number and kind of shares available for issuance under the Plan, and the number and kind of shares subject to the individual and ISO limits set forth under the Plan, will be equitably adjusted by the administrator to reflect any reorganization, reclassification, combination of shares, stock split, reverse stock split, spin-off, dividend or distribution of securities, property or cash (other than regular, quarterly cash dividends), or any other event or transaction that affects the number or kind of shares of the Company outstanding. The terms of any outstanding award will also be equitably adjusted by the administrator as to price, number or kind of shares subject to such award and other terms to reflect the foregoing events, which adjustments need not be uniform as between different awards or different types of awards. In the event there is a change in the number or kind of outstanding shares under the Plan as a result of a change of control, other merger, consolidation or otherwise, then the administrator will determine the appropriate and equitable adjustment to be effected. In addition, in the event of such a change, the administrator may accelerate the time or times at which any award may be exercised (subject to the limitations described above under the “Change in Control” heading) and may provide for cancellation of such accelerated awards that are not exercised within a time prescribed by the administrator in its sole discretion.

  216. Stock Options

    Stock Options ISOs and NQSOs are treated differently for federal income tax purposes. ISOs are intended to comply with the requirements of Section 422 of the Code. NQSOs do not comply with such requirements. In general, a participant is not taxed on the grant or exercise of an ISO. The difference between the exercise price and the fair market value of the shares on the exercise date may, however, be a preference item for purposes of the alternative minimum tax. If a participant holds the shares acquired upon exercise of an ISO until the later of two years following the stock option grant date and one year following exercise, the gain, if any, upon a subsequent disposition of such shares will be long-term capital gain. The amount of the gain will be the difference between the proceeds received on disposition and the participant’s basis in the shares (which generally equals the exercise price). If a participant disposes of stock acquired pursuant to exercise of an ISO before satisfying these holding periods, the participant will recognize as ordinary income in the year of disposition an amount equal to the excess of the fair market value of the shares at the time of exercise (or, if less, the amount realized on the disposition of the shares), over the exercise price paid for the shares, and capital gain or loss for any other difference between the sale price and the exercise price. The Company is not entitled to an income tax deduction on the grant or exercise of an ISO or on the participant’s disposition of the shares after satisfying the holding period requirement described above. If the holding periods are not satisfied, the Company generally will be entitled to a deduction in the year the participant disposes of the shares in an amount equal to the ordinary income recognized by the participant. The Company does not guarantee that any option intended to be an ISO will qualify for the tax treatment of ISOs described above. If an option intended to be an ISO fails to so qualify, it will be taxed as an NQSO, as described below. In general, a participant is not taxed on the grant of an NQSO. On exercise, the participant recognizes ordinary income equal to the difference between the exercise price and the fair market value of the shares acquired on the date of exercise. The Company is generally entitled to an income tax deduction in the year of exercise in the amount recognized by the participant as ordinary income. The participant’s gain (or loss) on subsequent disposition of the shares is long-term capital gain (or loss) if the shares are held for at least one year following exercise, and otherwise is short-term capital gain (or loss). The Company does not receive a deduction for any such capital gain.

  217. Stock Appreciation Rights

    Stock Appreciation Rights In general, the recipient of a freestanding SAR will not recognize any taxable income at the time the freestanding SAR is granted. If the freestanding SAR is settled in cash, the cash will be taxable as ordinary income to the recipient at the time that it is received. If the freestanding SAR is settled in shares, the recipient will recognize ordinary income equal to the excess of the fair market value of the shares on the day the freestanding SAR is exercised over any amounts paid by the recipient for the shares. With respect to tandem SARs, if a holder elects to surrender the underlying stock option in exchange for cash or stock equal to the appreciation inherent in the underlying stock option, the tax consequences to the employee will be the same as discussed above relating to freestanding SARs. If the employee elects to exercise the underlying stock option, the holder will be taxed at the time of exercise as if he or she had exercised an NQSO (discussed above). The Company generally is entitled to a deduction with respect to a SAR at the same time the recipient recognizes ordinary income with respect thereto.

  218. Restricted Stock and Restricted Stock Units

    Restricted Stock and Restricted Stock Units A participant who is awarded or purchases shares subject to a substantial risk of forfeiture, or restricted stock, generally does not recognize income at the time of the grant. When the risk of forfeiture lapses, the participant generally recognizes ordinary income in an amount equal to the excess of the fair market value of the shares over the purchase price, if any, and a deduction is generally available to the Company in the same year that the participant recognizes income. However, a participant may make an election under Section 83(b) of the Code to recognize taxable ordinary income at the time the shares are transferred to the participant, rather than later, when the risk of forfeiture lapses, in an amount equal to the fair market value of the shares at the time of such transfer. Such election must be made no later than 30 days after the date the shares are transferred to the participant. If the participant makes a timely and effective election, when the restrictions on the shares lapse, the participant will not recognize any additional income. For purposes of determining capital gain or loss on a sale of shares acquired under a restricted stock award under the Plan, the holding period in the shares begins when the participant recognizes taxable income with respect to the transfer. The participant’s tax basis in the shares equals the amount paid for the shares plus any income realized with respect to the transfer. If the participant

  219. Restricted Stock and Restricted Stock Units

    | 2024 PROXY STATEMENT | | 85 |

  220. Restricted Stock and Restricted Stock Units

    forfeits the shares to the Company (e.g., upon the participant’s termination prior to vesting), the participant may not claim a deduction with respect to the income recognized as a result of the election. Dividends (if any) paid with respect to unvested shares of restricted stock generally will be taxable as ordinary income to the participant at the time the dividends are paid, if an effective 83(b) election was not made with respect to the shares. A participant who is awarded restricted stock units generally does not recognize income at the time of grant. Instead, the participant is generally taxed upon settlement of the award (and a corresponding deduction is generally available to the Company), unless he or she has made a proper election to defer receipt of the shares (or cash if the award is cash settled) under Section 409A of the Code. (FICA taxes will apply upon the vesting of the restricted stock unit award.) If the shares delivered are restricted for tax purposes, the participant will instead be subject to the rules described above for restricted stock.

  221. Incentive Bonuses

    Incentive Bonuses A participant will have taxable income at the time an incentive bonus is paid. At that time, the participant will recognize ordinary income equal to the value of the amount then payable and, the Company generally will be entitled to a corresponding deduction.

  222. Certain Change in Control Payments

    Certain Change in Control Payments Under Section 280G of the Code, the vesting or accelerated exercisability of stock options or the vesting and payments of other awards in connection with a change in control of a corporation may be required to be valued and taken into account in determining whether participants have received compensatory payments, contingent on the change in control, in excess of certain limits. If these limits are exceeded, a substantial portion of amounts payable to the participant, including income recognized by reason of the grant, vesting or exercise of awards, may be subject to an additional 20% federal tax, which is non-deductible to the Company.

  223. Equity Compensation Plan Information

    Equity Compensation Plan Information The following table provides information about the Company’s equity compensation plans as of December 30, 2023 (and does not include the 3.3 million shares of common stock that are the subject of this Proposal 4):

  224. Equity Compensation Plan Information

    | Plan Category(1) | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) | Weighted Average Exercise Price of Outstanding Options, Warrants, and Rights (b) | Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c) | | Equity compensation plans approved by security holders | 1,961,016(2)(3) | $22.56 | 8,085,425(4) | | Equity compensation plans not approved by security holders | — | — | — | | Total | 1,961,016 | $22.56 | 8,085,425 |

  225. Equity Compensation Plan Information

    | 1. | Each plan for which aggregated information is provided contains customary anti-dilution provisions that are applicable in the event of a stock split, stock dividend or certain other changes in the Company’s capitalization. |

  226. Equity Compensation Plan Information

    | 2. | Includes: (i) 1,772,382 stock options awarded to employees under the Stock Incentive Plan of 2013 and the Stock Incentive Plan of 2016, as amended and restated; and (ii) and 188,634 stock options awarded to non-employee directors under the Stock Incentive Plan of 2013 and the Stock Incentive Plan of 2016, as amended and |

  227. Equity Compensation Plan Information

    | 2024 PROXY STATEMENT | | 86 |

  228. Equity Compensation Plan Information

    restated. Column (a) does not include stock units credited to outside directors’ fee accounts or retirement accounts under the Outside Directors’ Deferred Compensation Plan. Stock units do not have an exercise price. Each stock unit credited to a director’s fee account and retirement account under the Outside Directors’ Deferred Compensation Plan will be converted into one share of common stock upon distribution. Column (a) also does not include shares of restricted or unrestricted common stock previously issued under the Company’s equity compensation plans.

  229. Equity Compensation Plan Information

    | 3. | Of this amount, 10,959 options were not exercisable as of December 30, 2023 due to vesting restrictions. |

  230. Equity Compensation Plan Information

    | 4. | Comprised of: (i) 93,742 shares available for issuance under the Outside Directors’ Deferred Compensation Plan upon the retirement of the current directors or upon a change in control; and (ii) 7,991,683 shares issuable under the Stock Incentive Plan of 2016, as amended and restated. |

  231. Equity Compensation Plan Information

    The Outside Directors’ Deferred Compensation Plan is a supplemental, unfunded, nonqualified deferred compensation plan for non-employee directors. Beginning in 2006, the Company began paying an annual equity retainer to non-management directors in the form of a contribution under the Outside Directors’ Deferred Compensation Plan. Non-management directors may also voluntarily elect to receive, in lieu of some or all directors’ fees, a number of stock units equal to the amount of the deferred directors’ fees divided by the fair market value of the Company’s common stock on the date of payment. These stock units are increased by a dividend equivalent based on dividends paid by the Company and the amount of stock units credited to the participating director’s fee account and retirement account. Upon distribution, the participating directors receive a number of shares of the Company’s common stock equal to the number of stock units to be distributed at that time. Distribution is triggered by termination of service as a director or by a change in control of the Company and can occur in a lump sum, in installments or on another deferred basis. A total of 303,702 shares have been issued to a trust to satisfy the Company’s obligations when distribution is triggered and are included in shares the Company reports as issued and outstanding. The Stock Incentive Plan of 2016, as amended and restated, is an equity-based incentive plan for officers, key employees, and directors. Such plan authorizes awards of stock options, restricted common stock, common stock, restricted stock units and/or stock appreciation rights. The Stock Incentive Plan of 2016, as amended and restated, provides that each share of restricted or unrestricted common stock and each restricted stock unit issued under the plan is counted as 2.6 shares against the total number of shares authorized for issuance under the plan. The number of securities listed as remaining available in column (c) of the table assumes only stock options will be issued under the plan in the future; each stock option counts as only one share against the total number of shares authorized for issuance under the plan. Actual shares available under the plan will be less to the extent that the Company awards restricted common stock, unrestricted common stock or restricted stock units under the plan. The numbers provided in this footnote and in column (c) will increase to the extent that options relating to the number of shares listed in column (a) of the table or other outstanding awards (e.g., shares of restricted or unrestricted stock, restricted stock units or stock appreciation rights) previously issued under the plan are canceled, surrendered, modified, exchanged for substitutes, expire or terminate prior to exercise or vesting because the number of shares underlying any such awards will again become available for issuance under the plan under which the award was granted. Of the total number of shares available under column (c), the number of shares with respect to the following plans may be issued other than upon the exercise of an option, warrant or right outstanding as of December 30, 2023:

  232. Equity Compensation Plan Information

    | • | Outside Directors’ Deferred Compensation Plan: 93,742 |

  233. Equity Compensation Plan Information

    | • | Stock Incentive Plan of 2016, as amended and restated: 3,073,724 |

  234. WOLVERINE WORLD WIDE, INC. STOCK INCENTIVE PLAN OF 2024 (EFFECTIVE AS OF MAY 2, 2024)

    WOLVERINE WORLD WIDE, INC. STOCK INCENTIVE PLAN OF 2024 (EFFECTIVE AS OF MAY 2, 2024)

  235. 1. Purpose

    1. Purpose The purpose of the Wolverine World Wide, Inc. Stock Incentive Plan of 2024 (as it may be amended or amended and restated from time to time, the “Plan”) is to advance the interests of Wolverine World Wide, Inc. (the “Company”) by stimulating the efforts of employees, officers, non-employee directors and other service providers, in each case who are selected to be participants, by heightening the desire of such persons to continue working toward and contributing to the success and progress of the Company. The Plan supersedes the Company's Stock Incentive Plan of 2010 (the “2010 Plan”), the Company's Amended and Restated Stock Incentive Plan of 2013 (the “2013 Plan”), and the Company’s Stock Incentive Plan of 2016, as amended and restated (the “2016 Plan” and together with the 2010 Plan and the 2013 Plan, the “Prior Plans”), with respect to future awards, and provides for the grant of Incentive and Nonqualified Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units and Stock Awards, any of which may be performance-based, and for Incentive Bonuses, which may be paid in cash or stock or a combination thereof, as determined by the Administrator. No new awards shall be issued under the Prior Plans after the date the Plan is approved by the Company's stockholders.

  236. 2. Definitions

    | (d) “Award” means an Incentive Stock Option, Nonqualified Stock Option, Stock Appreciation Right, share of Restricted Stock, Restricted Stock Unit, Stock Award or Incentive Bonus granted to a Participant pursuant to the provisions of the Plan, any of which the Administrator may structure to qualify in whole or in part as a Performance Award. |

  237. 2. Definitions

    | (g) “Cause” means, in the case of any Participant who is party to an employment or severance-benefit agreement that contains a definition of “Cause,” the definition set forth in such agreement will apply with respect to such Participant under the Plan for so long as such agreement remains in effect; if a Participant is party to multiple such agreements, any Cause determination must meet the standards of all such agreements to qualify as for Cause under this Plan. In the case of any other Participant, “Cause” means (i) a substantial failure of the Participant to perform the Participant's duties and responsibilities to the Company or its Subsidiaries or substantial negligence in the performance of such duties and responsibilities; (ii) the commission by the Participant of a felony or a crime involving moral turpitude; (iii) the commission by the Participant of theft, fraud, embezzlement, material breach of trust or any material act of dishonesty involving the Company or any of its Subsidiaries, including, but not limited to, any Act of Misconduct; (iv) a significant violation by the Participant of the code of conduct of the Company or its Subsidiaries of any material policy of the Company or its Subsidiaries, or of any statutory or common law duty of loyalty to the Company or its Subsidiaries, including, but not limited to, any Act of Misconduct; or (v) a material breach of any of the terms of the Plan or any Award made under the Plan, or of the terms of any other agreement between the Company or subsidiaries and the Participant. |

  238. 2. Definitions

    | (h) “Change in Control” unless otherwise defined in an Award Agreement, means (i) the failure of the Continuing Directors at any time to constitute at least a majority of the members of the Board; (ii) the acquisition by any Person other than an Excluded Holder of beneficial ownership (within the meaning of Rule 13d-3 issued under the Act) of twenty percent (20%) or more of the outstanding Shares or the combined voting power of the Company's outstanding securities entitled to vote generally in the election of directors; (iii) the consummation of a reorganization, merger, or consolidation of the Company, unless such reorganization, merger or consolidation is with or into a Permitted Successor and clauses (i), (ii), or (iv) of this Section 2(h) have not been triggered; or (iv) a complete liquidation or dissolution of the Company or the sale or disposition of all or substantially all of the assets of the Company other than to a Permitted Successor. |

  239. 2. Definitions

    Notwithstanding the foregoing, in any case where the occurrence of a Change in Control could affect the vesting of or payment under an Award subject to the requirements of Section 409A of the Code, to the extent required to comply with Section 409A of the Code, the term “Change in Control” shall mean an occurrence that both (i) satisfies the requirements set forth above in this definition and (ii) is a “change in control event” as that term is defined in the regulations under Section 409A of the Code.

  240. 2. Definitions

    | (m) “Disability” has the meaning set forth in the Company's long-term disability plan. The determination of the Administrator as to an individual's Disability shall be conclusive on all parties. |

  241. 2. Definitions

    | (r) “Good Reason” means, in the case of a Participant who is party to an employment or other severance-benefit agreement that contains a definition of “Good Reason,” the definition set forth in such agreement will apply with respect to such Participant under the Plan so long as such agreement remains in effect; provided, however, that if the Participant is party to multiple such agreements, “Good Reason” under any such agreement shall count as “Good Reason” for purposes of this Plan. If the Participant is not party to any such agreement, “Good Reason” shall mean any of the following, with the below notice provision applying: (i) a reduction in the Participant's base salary, annual bonus opportunity, or long-term incentive opportunity below the level in effect immediately prior to a Change in Control; (ii) failure by the Company or its Subsidiaries to pay amounts owed to the Participant as salary, bonus, deferred compensation or other compensation; (iii) any material adverse change to the Participant's position, duties, responsibilities, reporting responsibilities or title from that or those in effect immediately prior to a Change in Control; or (iv) any requirement that the Participant be based at a location that is more than twenty-five (25) miles from his or her regular place of employment immediately prior to a Change in Control, unless such change results in a shorter commute for the Participant. Notwithstanding the foregoing, no Termination of Employment shall be for Good Reason unless (i) such Termination of Employment occurs during the twenty-four (24) month period following a Change in Control and (ii) the Participant gives the Company written notice within ninety (90) days of the Participant obtaining knowledge of circumstances giving rise to Good Reason (describing in reasonable detail the circumstances and the Good Reason event that has occurred) and the Company does not remedy these circumstances within thirty (30) days of receipt of such notice and the Participant terminates employment not later than thirty (30) days thereafter. |

  242. 2. Definitions

    | (t) “Incentive Bonus” means a bonus opportunity awarded under Section 10 of the Plan pursuant to which a Participant may become entitled to receive an amount based on satisfaction of such performance criteria as are specified in the Award Agreement or otherwise. |

  243. 2. Definitions

    | (u) “Incentive Stock Option” means a stock option that is intended to qualify as an “incentive stock option” within the meaning of Section 422 of the Code. |

  244. 2. Definitions

    | (w) “Nonqualified Stock Option” means a stock option that is not intended to qualify as an “incentive stock option” within the meaning of Section 422 of the Code. Each stock option granted pursuant to the Plan will be treated as providing by its terms that it is to be a Nonqualified Stock Option unless, as of the date of grant, it is expressly designated as an Incentive Stock Option. |

  245. 2. Definitions

    (x) “Option” means an Incentive Stock Option and/or a Nonqualified Stock Option granted pursuant to Section 6 of the Plan.

  246. 2. Definitions

    | (cc) “Restricted Stock” means Shares granted pursuant to Section 8 of the Plan. |

  247. 2. Definitions

    | (dd) “Restricted Stock Unit” means an Award granted to a Participant pursuant to Section 8 of the Plan that is an unfunded and unsecured promise pursuant to which Shares or cash in lieu thereof may be issued in the future. |

  248. 3. Eligibility

    be eligible for the grant of Awards hereunder as determined by the Administrator. Options intending to qualify as Incentive Stock Options may only be granted to employees of the Company or any subsidiary of the Company within the meaning of the Code, as selected by the Administrator. Eligibility for Options other than Incentive Stock Options is limited to individuals described this Section 3 who are providing direct services on the date of grant of the Option (or it is reasonably anticipated that the individuals will begin to provide direct services) to the Company or to a subsidiary of the Company that would be described in the first sentence of Treasury Regulation § 1.409A-1(b)(5)(iii)(E).

  249. 5. Shares Subject to the Plan and to Awards

    | (a) Aggregate Limits. Subject to adjustment as provided in Sections 5(b) and 13, the number of Shares that shall be authorized for grant under the Plan shall equal a total of (i) 3,300,000 Shares, plus (ii) any Shares that, as of the Effective Date, remain available for future grant (and not subject to outstanding awards) under the 2016 Plan. Any Shares granted under Awards shall be counted against this limit on a one-for-one basis. The Shares issued pursuant to Awards granted under this Plan may be shares that are authorized and unissued or shares that were reacquired by the Company, including shares purchased in the open market. No fractional Shares will be delivered under the Plan. The aggregate number of Shares that may be issued pursuant to the exercise of Incentive Stock Options granted under this Plan shall not exceed 3,300,000, which aggregate number shall be calculated and adjusted pursuant to Section 13 of the Plan only to the extent that such calculation or adjustment will not affect the status of any option intended to qualify as an Incentive Stock Option under Section 422 of the Code. |

  250. 5. Shares Subject to the Plan and to Awards

    | (e) Award Vesting/Exercisability/Distribution Limitations. Notwithstanding any other provision of the Plan to the contrary, equity-based Awards granted under the Plan shall vest no earlier than the first anniversary of the date the Award is granted (excluding, for this purpose, any (i) Substitute Awards, (ii) Shares delivered in lieu of fully earned Nonemployee Director cash compensation obligations, and (iii) Awards to Nonemployee Directors that vest on the earlier of the one year anniversary of the date of grant or the next annual meeting of stockholders which is at least 50 weeks after the immediately preceding year’s annual meeting); provided, that, the Administrator may grant equity-based Awards without regard to the foregoing minimum vesting requirement with respect to a maximum of five percent (5%) of the Gross Share Reserve; and, provided further, for the avoidance of doubt, that the foregoing restriction does not apply to the Administrator’s discretion to provide for accelerated exercisability or vesting of any Award, including in cases of retirement, death, disability or a Change in Control, in the terms of the Award or otherwise. |

  251. 6. Options

    | (c) No Repricing Without Stockholder Approval. Other than in connection with a change in the Company's capitalization (as described in Section 13 of the Plan), the Administrator may not, without prior approval of the Company's shareholders, seek to effect any repricing of any previously granted underwater Option by: (i) amending or modifying the terms of the Option to lower the exercise price; (ii) canceling the underwater Option and granting either (A) replacement Options having a lower exercise price or (B) Restricted Stock, Restricted Stock Units, Performance Awards or Stock Awards in exchange; or (iii) cancelling or repurchasing the underwater Options for cash or other securities. An Option will be deemed to be “underwater” at any time when the Fair Market Value of the Shares covered by such Award is less than the exercise price of the Award. |

  252. 6. Options

    | (f) Incentive Stock Options. Notwithstanding anything to the contrary in this Section 6, in the case of the grant of an Option intending to qualify as an Incentive Stock Option: (i) if the Participant owns stock possessing more than 10 percent (10%) of the combined voting power of all classes of stock of the Company, the exercise price of such Option must be at least 110 percent of the Fair Market Value of the Shares on the date of grant and the Option must expire within a period of not more than five (5) years from the date of grant and (ii) Termination of Employment will occur when the person to whom an Award was granted ceases to be an employee (as determined in accordance with Section 3401(c) of the Code and the regulations promulgated thereunder) of the Company and its Subsidiaries. Notwithstanding anything in this Section 6 to the contrary, options designated as Incentive Stock Options shall not be eligible for treatment under the Code as Incentive Stock Options (and will be deemed to be Nonqualified Stock Options) to the extent that either (a) the aggregate Fair Market Value of Shares (determined as of the time of grant) with respect to which such Options are exercisable for the first time by the Participant during any calendar year (under all plans of the Company and any Subsidiary) exceeds $100,000, taking Options into account in the order in which they were granted, or (b) such Options otherwise remain exercisable but are not exercised within three (3) months of Termination of Employment (as defined in this subsection (f)) (or such other period of time provided in Section 422 of the Code). |

  253. 7. Stock Appreciation Rights

    | (b) No Repricing Without Stockholder Approval. Other than in connection with a change in the Company's capitalization (as described in Section 13 of the Plan), the Administrator may not, without prior approval of the Company's shareholders, seek to effect any repricing of any previously granted underwater Stock Appreciation Right by: (i) amending or modifying the terms of the Stock Appreciation Right to lower the exercise price; (ii) canceling the underwater Stock Appreciation Right and granting either (A) replacement Stock Appreciation Rights having a lower exercise price or (B) Restricted Stock, Restricted Stock Units, Performance Awards or Stock Awards in exchange; or (iii) cancelling or repurchasing the underwater Stock Appreciation Rights for cash or other securities. A Stock Appreciation Right will be deemed to be “underwater” at any time when the Fair Market Value of the Shares covered by such Award is less than the exercise price of the Award. |

  254. 8. Restricted Stock and Restricted Stock Units

    8. Restricted Stock and Restricted Stock Units

  255. 8. Restricted Stock and Restricted Stock Units

    | (a) Restricted Stock and Restricted Stock Unit Awards. Restricted Stock and Restricted Stock Units may be granted at any time and from time to time prior to the termination of the Plan to Participants as determined by the Administrator. Restricted Stock is an award or issuance of Shares the grant, issuance, retention, vesting and/or transferability of which is subject during specified periods of time to such conditions (including continued employment or performance conditions) and terms as the Administrator deems appropriate. Restricted Stock Units are Awards denominated in units of Shares under which the issuance of Shares is subject to such conditions (including continued employment or performance conditions) and terms as the Administrator deems appropriate. Each grant of Restricted Stock and Restricted Stock Units shall be evidenced by an Award Agreement. Unless determined otherwise by the Administrator, each Restricted Stock Unit will be equal to one Share and will entitle a Participant to either the issuance of Shares or payment of an amount of cash determined with reference to the value of Shares. To the extent determined by the Administrator, Restricted Stock and Restricted Stock Units may be satisfied or settled in Shares, cash or a combination thereof. Restricted Stock and Restricted Stock Units granted pursuant to the Plan need not be identical but each grant of Restricted Stock and Restricted Stock Units must contain and be subject to the terms and conditions set forth below. |

  256. 8. Restricted Stock and Restricted Stock Units

    | (b) Contents of Agreement. Each Award Agreement shall contain provisions regarding (i) the number of Shares or Restricted Stock Units subject to such Award or a formula for determining such number; (ii) the purchase price of the Shares, if any, and the means of payment; (iii) the performance criteria, if any, and level of achievement versus these criteria that shall determine the number of Shares or Restricted Stock Units granted, issued, retainable and/or vested; (iv) such terms and conditions on the grant, issuance, vesting and/or forfeiture of the Shares or Restricted Stock Units as may be determined from time to time by the Administrator; (v) the term of the performance period, if any, as to which performance will be measured for determining the number of such Shares or Restricted Stock Units; and (vi) restrictions on the transferability of the Shares or Restricted Stock Units. Shares issued under a Restricted Stock Award may be issued in the name of the Participant and held by the Participant or held by the Company, in each case as the Administrator may provide. |

  257. 8. Restricted Stock and Restricted Stock Units

    | (c) Vesting and Performance Criteria. Subject to Section 5(e), the grant, issuance, retention, vesting and/or settlement of shares of Restricted Stock and Restricted Stock Units will occur when and in such installments as the Administrator determines or under criteria the Administrator establishes, which may include performance-based criteria established pursuant to Section 14 of the Plan or otherwise by the Administrator. |

  258. 8. Restricted Stock and Restricted Stock Units

    | (d) Termination of Employment. Unless the Administrator provides otherwise: |

  259. 8. Restricted Stock and Restricted Stock Units

    | (i) General. In the event of Termination of Employment for any reason other than death, Disability or Retirement, any Restricted Stock or Restricted Stock Units still subject in full or in part to restrictions at the date of such Termination of Employment shall automatically be forfeited and returned to the Company. |

  260. 8. Restricted Stock and Restricted Stock Units

    | (ii) Death, Retirement or Disability. In the event a Participant's Termination of Employment is because of death, Disability or Retirement, the restrictions remaining on any or all Shares remaining subject to a Restricted Stock or Restricted Stock Unit Award shall lapse. |

  261. 8. Restricted Stock and Restricted Stock Units

    | (e) Discretionary Adjustments and Limits. Notwithstanding the satisfaction of any performance goals, the number of Shares granted, issued, retainable and/or vested under an Award of Restricted Stock or Restricted Stock Units on account of either financial performance or personal performance evaluations may, to the extent specified in the Award Agreement, be reduced, but not increased, by the Administrator on the basis of such further considerations as the Administrator shall determine. |

  262. 8. Restricted Stock and Restricted Stock Units

    | (f) Voting Rights. Unless otherwise determined by the Administrator, Participants holding shares of Restricted Stock granted hereunder may exercise full voting rights with respect to those shares during the period of restriction. Participants shall have no voting rights with respect to Shares underlying Restricted Stock Units unless and until such Shares are reflected as issued and outstanding shares on the Company's stock ledger. |

  263. 8. Restricted Stock and Restricted Stock Units

    | 2024 PROXY STATEMENT | | B-8 |

  264. 8. Restricted Stock and Restricted Stock Units

    | (g) Dividends and Distributions. |

  265. 8. Restricted Stock and Restricted Stock Units

    | (i) Participants in whose name Restricted Stock is granted shall be entitled to receive dividends and other distributions paid with respect to those Shares only to the extent provided by the Administrator, in which case the Administrator will determine whether any such dividends or distributions will be automatically reinvested in additional shares of Restricted Stock and subject to the same restrictions on transferability as the Restricted Stock with respect to which they were distributed or whether such dividends or distributions will be paid in cash. Shares underlying Restricted Stock Units shall be entitled to dividends or dividend equivalents only to the extent provided by the Administrator. |

  266. 8. Restricted Stock and Restricted Stock Units

    | (ii) Notwithstanding the foregoing Section 8(g)(1), any cash or stock dividends and dividend equivalents with respect to Restricted Stock and Restricted Stock Units will be withheld by the Company for the Participant's account and will be paid, if at all, (i) in the case of Restricted Stock, upon the satisfaction of any restrictions imposed on the Restricted Stock in respect of which the dividends were paid (including, if applicable, the achievement of applicable performance measure(s)) and (ii) in the case of Restricted Stock Units, at the time the Shares and/or cash underlying such Restricted Stock Units is paid, and any dividends deferred in respect of any Restricted Stock and Restricted Stock Units will be forfeited upon the forfeiture of such Restricted Stock and Restricted Stock Units. Any noncash dividends or distributions paid with respect to Restricted Stock and Restricted Stock Units shall be subject to the same restrictions as those relating to the Restricted Stock and Restricted Stock Units. |

  267. 8. Restricted Stock and Restricted Stock Units

    | (h) Payment of Restricted Stock Units. In all events, unless payment with respect to a Restricted Stock Unit is deferred in a manner consistent with Section 409A of the Code, the Shares and/or cash underlying such Restricted Stock Unit shall be paid to the Participant no later than two and one-half months following the end of the year in which the Restricted Stock Unit is no longer subject to a substantial risk of forfeiture. |

  268. 8. Restricted Stock and Restricted Stock Units

    | (i) Legending of Restricted Stock. The Administrator may also require that certificates representing shares of Restricted Stock be retained and held in escrow by a designated employee or agent of the Company or any Subsidiary until any restrictions applicable to shares of Restricted Stock so retained have been satisfied or lapsed. Any certificates evidencing shares of Restricted Stock awarded pursuant to the Plan shall bear the following legend: |

  269. 8. Restricted Stock and Restricted Stock Units

    The shares represented by this certificate were issued subject to certain restrictions under the Wolverine World Wide, Inc. Stock Incentive Plan of 2024 (the “Plan”). This certificate is held subject to the terms and conditions contained in a restricted stock agreement that includes a prohibition against the sale or transfer of the stock represented by this certificate except in compliance with that agreement and that provides for forfeiture upon certain events. Copies of the Plan and the restricted stock agreement are on file in the office of the Secretary of the Company.

  270. 10. Incentive Bonuses

    10. Incentive Bonuses

  271. 10. Incentive Bonuses

    | (a) General. Each Incentive Bonus Award will confer upon the Participant the opportunity to earn a future payment tied to the level of achievement with respect to one or more performance criteria established for a performance period of not less than one year. |

  272. 10. Incentive Bonuses

    | (b) Incentive Bonus Document. Unless otherwise determined by the Administrator, the terms of any Incentive Bonus will be set forth in an Award Agreement. Each Award Agreement evidencing an Incentive Bonus shall contain provisions regarding (i) the target and maximum amount payable to the Participant as an Incentive Bonus; (ii) the performance criteria and level of achievement versus these criteria that shall determine the amount of such payment; (iii) the term of the performance period as to which performance shall be |

  273. 10. Incentive Bonuses

    | 2024 PROXY STATEMENT | | B-9 |

  274. 10. Incentive Bonuses

    measured for determining the amount of any payment; (iv) the timing of any payment earned by virtue of performance; (v) restrictions on the alienation or transfer of the Incentive Bonus prior to actual payment; (vi) forfeiture provisions; and (vii) such further terms and conditions, in each case not inconsistent with this Plan (including Section 5(e), if applicable), as may be determined from time to time by the Administrator.

  275. 10. Incentive Bonuses

    | (c) Performance Criteria. The Administrator shall establish the performance criteria and level of achievement versus these criteria that shall determine the target and maximum amounts payable under an Incentive Bonus, which criteria may be based on financial performance and/or personal performance evaluations. |

  276. 10. Incentive Bonuses

    | (d) Timing and Form of Payment. The Administrator shall determine the timing of payment of any Incentive Bonus. Payment of the amount due under an Incentive Bonus may be made in cash or in Shares (with any such Share payment subject to the dividend and dividend equivalent limitations as set forth in section 8(g)(ii)), as determined by the Administrator. The Administrator may provide for or, subject to such terms and conditions as the Administrator may specify, may permit a Participant to elect for the payment of any Incentive Bonus to be deferred to a specified date or event. In all events, unless payment of an Incentive Bonus is deferred in a manner consistent with Section 409A of the Code, any Incentive Bonus shall be paid to the Participant no later than two and one-half months following the end of the year in which the Incentive Bonus is no longer subject to a substantial risk of forfeiture. |

  277. 10. Incentive Bonuses

    | (e) Discretionary Adjustments. Notwithstanding satisfaction of any performance goals, the amount paid under an Incentive Bonus on account of either financial performance or personal performance evaluations may, to the extent specified in the Award Agreement or other document evidencing the Award, be reduced, but not increased, by the Administrator on the basis of such further considerations as the Administrator shall determine. |

  278. 11. Deferral of Gains

    | (a) Deferral of Payment. The Administrator may, in an Award Agreement or otherwise, provide for the deferred delivery of Shares upon settlement, vesting or other events with respect to Restricted Stock Units, or in payment or satisfaction of an Incentive Bonus. Notwithstanding anything herein to the contrary, in no event will any deferral of the delivery of Shares or any other payment with respect to any Award be allowed if the Administrator determines, in its sole and absolute discretion, that the deferral would result in the imposition of the additional tax under Section 409A(a)(1)(B) of the Code. No award shall provide for deferral of compensation that does not comply with Section 409A of the Code, unless the Board, at the time of grant, specifically provides that the Award is not intended to comply with Section 409A of the Code. The Company shall have no liability to a Participant, or any other party, if an Award that is intended to be exempt from, or compliant with, Section 409A of the Code is not so exempt or compliant or for any action taken by the Administrator or the Board. |

  279. 11. Deferral of Gains

    | (b) Conditions of Deferral. Notwithstanding anything herein to the contrary, if the Administrator permits any initial or subsequent deferral elections pursuant to Section 11(a) of this Plan, subject to the requirements of Section 409A of the Code, the terms of this Plan and the applicable Award Agreement and any applicable deferral election form, the Participant may elect to defer payment (that would otherwise occur upon the lapse of a substantial risk of forfeiture) for a fixed period of time measured from the date the Award is granted; provided, however, that in each case (i) the deferral election is made before the end of the election period established by the Administrator, and (ii) to the extent compliant with Section 409A of the Code, payment of any vested Award that the Participant has elected to defer will be made regardless of any deferral election (including any subsequent deferral election) within thirty (30) days of a change in control or the Participant's separation from service (including death). For purposes of this Section 11, “change in control” and “separation from service” shall be defined in the applicable Award Agreement and have the meanings set forth in Section 409A of the Code and the regulations thereunder (and, with respect to the definition of “separation from service”, after giving effect to the presumptions contained therein), and, notwithstanding anything herein to the contrary, if the Administrator allows deferral elections under an Award Agreement subject to Section 409A of the Code, neither Disability nor Retirement shall accelerate the time of payment of any Award (even if it accelerates vesting) unless there has been a “separation from service” or “disability” within the meaning of Section 409A of the Code and the regulations promulgated thereunder (and, with respect to the definition of “separation from service”, after giving effect to the presumptions contained therein). To the extent applicable, this provision, the Plan and any Awards hereunder are intended to comply with Section 409A of the Code and shall be interpreted accordingly. Should any payments made in accordance with the Plan to a specified employee, as defined by Section 409A of the Code, be determined to be payments from a nonqualified deferred compensation plan, as defined by Section 409A of the Code and are payable in connection with a Participant’s separation from service, that are not exempt from Section 409A of the Code as a short-term deferral or otherwise, these payments, to the extent otherwise payable within six (6) months after the Participant’s date of separation from service, will be paid in a lump sum on the earlier of the date that is six (6) months after the Participant’s date of separation from service or the date of the Participant’s death, to the extent necessary in order to avoid the imposition of taxes under Section 409A of the Code. |

  280. 12. Conditions and Restrictions Upon Securities Subject to Awards

    12. Conditions and Restrictions Upon Securities Subject to Awards The Administrator may provide that the Shares issued upon exercise of an Option or Stock Appreciation Right or otherwise subject to or issued under an Award shall be subject to such further agreements, restrictions, conditions or limitations as the Administrator in its sole and absolute discretion may specify prior to the exercise of such Option or Stock Appreciation Right or the grant, vesting or settlement of such Award, including without limitation, conditions on vesting or transferability, forfeiture or repurchase provisions and method of payment for the Shares issued upon exercise, vesting or settlement of such Award (including the actual or constructive surrender of Shares already owned by the Participant) or payment of taxes arising in connection with an Award. Without limiting the foregoing, such restrictions may address the timing and manner of any resales by the Participant or other subsequent transfers by the Participant of any Shares issued under an Award, including without limitation (i) restrictions under an insider trading policy or pursuant to applicable law; (ii) restrictions designed to delay and/or coordinate the timing and manner of sales by Participant and holders of other Company equity compensation arrangements; (iii) restrictions as to the use of a specified brokerage firm for such resales or other transfers; and (iv) provisions requiring Shares to be sold on the open market or to the Company in order to satisfy tax withholding or other obligations.

  281. 13. Adjustment of and Changes in the Stock

    | (b) Change in Control. Subject to and limited by the requirements of subsections (i) and (ii) below, the Administrator shall determine the effect of a Change in Control on outstanding Awards. Such effects, which need not be the same for every Participant, may include, without limitation: (x) the substitution for the Shares subject to any outstanding Award, or portion thereof, of stock or other securities of the surviving corporation or any successor corporation to the Company, or a parent or subsidiary thereof, in which event the aggregate purchase or exercise price, if any, of such Award, or portion thereof, shall remain the same, and/or (y) the conversion of any outstanding Award, or portion thereof, into a right to receive cash or other property upon or following the consummation of the Change in Control in an amount equal to the value of the consideration to be received by holders of Shares in connection with such transaction for one Share, less the per share purchase or exercise price of such Award, if any, multiplied by the number of Shares subject to such Award, or a portion thereof. Notwithstanding the foregoing, Awards shall be treated as follows in connection with a Change in Control: |

  282. 13. Adjustment of and Changes in the Stock

    | (i) Double-Trigger Acceleration of Vesting of Time-Based Awards. The following provisions shall apply to Awards that are subject to vesting based on continuous employment or service: To the extent an Award is assumed or substituted by an acquiror in connection with a Change in Control as contemplated by Section 13(b) above, such Award shall not immediately vest upon a Change in Control and instead shall continue to vest in accordance with its terms, provided, however, that if a Participant experiences a Termination of Employment by the Company without Cause or by the Participant for Good Reason, in either case, within the twenty-four- (24-) month period immediately following the Change in Control, the Award shall immediately vest and become exercisable or shall be settled upon such qualifying termination. The Participant's rights under this Section 13(b)(i) are in addition |

  283. 13. Adjustment of and Changes in the Stock

    | (ii) Treatment of Performance Awards. The following provisions shall apply to Awards not covered by Section 13(b)(i): If a Change in Control occurs prior to the end date of a performance period for a Performance Award, to the extent the Performance Award is outstanding immediately prior to such Change in Control, such Award will vest (A) based on actual performance through the date of the Change in Control as determined by the Administrator (treating the Change in Control as the end of the applicable performance period), without proration for the time elapsed in such performance period prior to such Change in Control for purposes of determining performance, but, in the discretion of the Administrator, prorated for purposes of elapsed time in a manner consistent with subsection (B), below, (B) assuming that target level of performance is attained and prorated based on the number of days in the performance period that elapsed prior to the Change in Control over the total number of days in the performance period, or (C) a combination of (A) and (B) (without double counting). Any portion of the Performance Award (or the full Award, as applicable) that does not vest in connection with a Change in Control as contemplated herein will automatically terminate upon such Change in Control; and |

  284. 13. Adjustment of and Changes in the Stock

    | (iv) Cash Payment for Stock Options/Stock Appreciation Rights. Without the consent of any Participant affected thereby, the Administrator may determine that some or all Participants holding outstanding vested and exercisable Options and/or Stock Appreciation Rights shall receive, with respect to some or all of the Shares subject to such Options and/or Stock Appreciation Rights, as of the effective date of any such Change in Control, cash in an amount equal to the greater of the excess of (A) the highest sales price of the shares on the New York Stock Exchange (or any successor exchange that is the primary stock exchange for trading of Shares) on the date immediately prior to the effective date of such Change in Control or (B) the highest price per share actually paid in connection with any Change in Control over the exercise price per share of such Options and/or Stock Appreciation Rights. |

  285. 17. Compliance with Laws and Regulations

    17. Compliance with Laws and Regulations This Plan, the grant, issuance, vesting, exercise and settlement of Awards thereunder, and the obligation of the Company to sell, issue, deliver or remove any restrictions on Shares under such Awards, shall be subject to all applicable foreign, federal, state and local laws, rules and regulations, stock exchange rules and regulations, and to such approvals by any governmental or regulatory agency as may be required. The Company shall not be required to register in a Participant's name or deliver any Shares prior to the completion of any registration or qualification of such shares under any foreign, federal, state or local law or any ruling or regulation of any government body which the Administrator shall determine to be necessary or advisable. To the extent the Company is unable to or the Administrator deems it infeasible to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company's counsel to be necessary to the lawful issuance and sale of any Shares hereunder, the Company and its Subsidiaries shall be relieved of any liability with respect to the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained. No Option shall be exercisable and no Shares shall be issued and/or transferable under any other Award unless a registration statement with respect to the Shares underlying such Option is effective and current or the Company has determined that such registration is unnecessary. In the event an Award is granted to or held by a Participant who is employed or providing services outside the United States, the Administrator may, in its sole and absolute discretion, modify the provisions of the Plan or of such Award as they pertain to such individual to comply with applicable foreign law or to recognize differences in local law, currency or tax policy. The Administrator may also impose conditions on the grant, issuance, exercise, vesting, settlement or retention of Awards in order to comply with such foreign law and/or to minimize the Company's obligations with respect to tax equalization for Participants employed outside their home country.

  286. 18. Withholding

    18. Withholding To the extent required by applicable federal, state, local or foreign law, a Participant shall be required to satisfy, in a manner satisfactory to the Company, any withholding tax obligations that arise by reason of an Option exercise, disposition of Shares issued under an Incentive Stock Option, the grant, vesting or settlement of an Award, an election pursuant to Section 83(b) of the Code or otherwise with respect to an Award. To the extent a Participant makes an election under Section 83(b) of the Code, within ten days of filing such election with the Internal Revenue Service, the Participant must notify the Company in writing of such election. The Company and its Subsidiaries shall not be required to issue Shares, make any payment or to recognize the transfer or disposition of Shares until all such obligations are satisfied. The Administrator may provide for or permit these obligations to be satisfied through the mandatory or elective sale of Shares and/or by having the Company withhold a portion of the Shares that otherwise would be issued to him or her upon exercise of the Option or the vesting or settlement of an Award, or by tendering Shares previously acquired.

  287. 19. Administration of the Plan

    | (b) Powers of Administrator. Subject to the express provisions of this Plan, the Administrator shall be authorized and empowered to do all things that it determines to be necessary or appropriate in connection with the administration of this Plan, including, without limitation: (i) to prescribe, amend and rescind rules and regulations relating to this Plan and to define terms not otherwise defined herein; (ii) to determine which persons are Participants, to which of such Participants, if any, Awards shall be granted hereunder and the timing of any such Awards; (iii) to grant Awards to Participants and determine the terms and conditions thereof, including the number of Shares subject to Awards and the exercise or purchase price of such Shares and the circumstances under which Awards become exercisable or vested or are forfeited or expire, which terms may but need not be conditioned upon the passage of time, continued employment, the satisfaction of performance criteria, the occurrence of certain events, or other factors; (iv) to establish and verify the extent of satisfaction of any performance goals or other conditions applicable to the grant, issuance, exercisability, vesting and/or ability to retain any Award; (v) to prescribe and amend the terms of the agreements or other documents evidencing Awards made under this Plan (which need not be identical) and the terms of or form of any document or notice required to be delivered to the Company by Participants under this Plan; (vi) to determine the extent to which adjustments are required pursuant to Section 13 of the Plan; (vii) to interpret and construe this Plan, any rules and regulations under this Plan and the terms and conditions of any Award granted hereunder, and to make exceptions to any such provisions if the Administrator, in good faith, determines that it is necessary to do so in light of extraordinary circumstances and for the benefit of the Company; (viii) to approve corrections in the documentation or administration of any Award; and (ix) to make all other determinations deemed necessary or advisable for the administration of this Plan. The Administrator may, in its sole and absolute discretion, without amendment to the Plan, waive or amend the operation of Plan provisions respecting exercise after termination of employment or service to the Company or an affiliate and, except as otherwise provided herein, adjust any of the terms of any Award. The Administrator may also (A) accelerate the date on which any Award granted under the Plan becomes exercisable or (B) accelerate the vesting date or waive or adjust any condition imposed hereunder with respect to the vesting or exercisability of an Award, provided that the Administrator, in good faith, determines that such acceleration, waiver or other adjustment is necessary or desirable. For the avoidance of doubt, notwithstanding anything in the Plan to the contrary, no Award outstanding under the Plan may be repriced, re-granted through cancellation or otherwise amended to reduce the exercise price applicable thereto (other than with respect to adjustments made in connection with a transaction or other change in the Company's capitalization as described in Section 13 of the Plan) without the approval of the Company's stockholders. |

  288. 22. Non-Exclusivity of Plan

    22. Non-Exclusivity of Plan Neither the adoption of this Plan by the Board nor the submission of this Plan to the stockholders of the Company for approval shall be construed as creating any limitations on the power of the Board or the Administrator to adopt such other incentive arrangements as either may deem desirable, including without limitation, the granting of restricted stock or stock options otherwise than under this Plan, and such arrangements may be either generally applicable or applicable only in specific cases.