DEF 14A of Wolverine World Wide Inc /De/, Mar 19, 2025

DEF 14A of Wolverine World Wide Inc /De/

Filed Mar 19, 2025 · FY20240001140361-25-009454

Open on EDGAR

  1. ELECTION OF DIRECTORS FOR TERMS EXPIRING IN 2028

    ELECTION OF DIRECTORS FOR TERMS EXPIRING IN 2028 The Board currently 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 two 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 2028. The Board recommends that shareholders vote “FOR” each of the nominees named below.

  2. ELECTION OF DIRECTORS FOR TERMS EXPIRING IN 2028

    | | Age | Director Since | Independent | Committees | Proposed Term Expiration | Other Public Directorships | | Jeffrey M. Boromisa Retired Executive Vice President, Kellogg International, President, Latin America and Senior Vice President, Kellogg Company | 70 | 2006 | ✔ | Audit (Chair) Governance | 2028 | None | | Christopher E. Hufnagel President and Chief Executive Officer, Wolverine Worldwide | 52 | 2023 | | None | 2028 | None |

  3. ELECTION OF DIRECTORS FOR TERMS EXPIRING IN 2028

    Detailed director biographies can be found on pages 19-28 of the Proxy Statement.

  4. ELECTION OF DIRECTORS FOR TERMS EXPIRING IN 2028

    | 2025 PROXY STATEMENT | 7 |

  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. Proposal 1 — Election of Directors

    Proposal 1 — Election of Directors

  15. for Terms Expiring in 2028

    for Terms Expiring in 2028 The Board currently consists of ten directors. As recently announced, David T. Kollat and Jodi Bricker are departing from the Board at this year’s Annual Meeting. The Board thanks Mr. Kollat and Ms. Bricker for their many contributions to the Company over the years. Effective as of the Annual Meeting, the size of the Board will be reduced to eight directors. The Governance Committee is actively conducting a new director search. The Company's By-Laws establish three classes of directors with each class serving staggered three-year terms. At each annual meeting, the term of one class expires. The Board has nominated two directors for election at the Annual Meeting: Jeffrey M. Boromisa and Christopher E. Hufnagel. Each director has been nominated to serve for a three-year term expiring at the annual meeting of shareholders to be held in 2028 or until his successor, if any, has been elected and is qualified. Mr. Boromisa is an independent director, as determined by the Board under the applicable NYSE listing standards and the Company's Director Independence Standards. As the Company's President and CEO, Mr. Hufnagel is not an independent director. Each director nominee currently serves on the Board. The shareholders most recently elected Mr. Boromisa at the Company's 2022 Annual Meeting. Mr. Hufnagel was appointed to the Board in 2023 on the recommendation of the Company’s Governance Committee. The Company is not aware of any nominee who will be unable or is unwilling to serve as a director. However, if a nominee is unable to serve or is otherwise unavailable for election, the incumbent directors may or may not select a substitute nominee. If the directors select a substitute nominee, the proxy holder will vote the shares represented by all valid proxies for the substitute nominee (unless other instructions are given). The biographies of the two nominees, the two directors not seeking re-election and the other continuing directors of the Company are below, along with a discussion of the experience and skills of each director.

  16. for Terms Expiring in 2028

    | 2025 PROXY STATEMENT | 18 |

  17. Director Nominees with

    Director Nominees with

  18. Proposed Terms Expiring in 2028

    Proposed Terms Expiring in 2028

  19. Proposed Terms Expiring in 2028

    | JEFFREY M. BOROMISA Retired Executive Vice President, Kellogg International, President, Latin America and Senior Vice President Kellogg Company | | | | 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 led operations for the company’s Asia Pacific and Latin America divisions. • Audit Committee Leadership and Governance: Mr. Boromisa is a member of the 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 | | Age: 70 Director since: 2006 Board Committees: Audit (Chair) Governance Other Public Directorships: None | |

  20. Proposed Terms Expiring in 2028

    | 2025 PROXY STATEMENT | 19 |

  21. Proposed Terms Expiring in 2028

    | CHRISTOPHER E. HUFNAGEL President and Chief Executive Officer, Wolverine Worldwide | | | | 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, Inc., an activewear clothing and accessories retailer ° Vice President of Retail (2007 – 2008) • The Gap, Inc., a clothing and accessories retailer ° Vice President of Brand Store Experience (2003 – 2007) • Abercrombie & Fitch Co., 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 | | Age: 52 Director since: 2023 Board Committees: None Other Public Directorships: None | |

  22. Proposed Terms Expiring in 2028

    The Board recommends that you vote “FOR” the election of the above nominees for proposed terms expiring in 2028.

  23. Proposed Terms Expiring in 2028

    | 2025 PROXY STATEMENT | 20 |

  24. Expiring in 2025 not Seeking Reelection

    Expiring in 2025 not Seeking Reelection

  25. Expiring in 2025 not Seeking Reelection

    | DAVID T. KOLLAT President and Chairman, 22, Inc. | | | | 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 | | Age: 86 Director since: 1992 Board Committees: Audit Compensation and Human Capital Other Public Directorships: None | |

  26. Expiring in 2025 not Seeking Reelection

    | 2025 PROXY STATEMENT | 21 |

  27. Expiring in 2025 not Seeking Reelection

    | JODI BRICKER Strategic Advisor, Luminary Impact Fund; Former Chief Executive Officer of Quay Australia President, Big Bend, LLC | | | | 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 | | Age: 57 Director since: 2023 Board Committees: Governance Other Public Directorships: None | |

  28. Expiring in 2025 not Seeking Reelection

    | 2025 PROXY STATEMENT | 22 |

  29. Expiring in 2026

    Expiring in 2026

  30. Expiring in 2026

    | WILLIAM K. GERBER Managing Director, Cabrillo Point Capital LLC; Retired EVP and Chief Financial Officer, Kelly Services, Inc. | | | | 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: Served as a director of Cleveland-Cliffs, Inc., the largest flat-rolled steel producer in North America from 2020 to 2024, 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 | | Age: 71 Director since: 2008 Board Committees: Audit Compensation and Human Capital Other Public Directorships: None | |

  31. Expiring in 2026

    | 2025 PROXY STATEMENT | 23 |

  32. Expiring in 2026

    | TOM LONG CHAIRMAN OF THE BOARD Retired Chief Executive Officer, MillerCoors LLC | | | | 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 | | Age: 66 Director since: 2011 Board Committees: None Other Public Directorships: Amcor PLC (since 2017) | |

  33. Expiring in 2026

    | 2025 PROXY STATEMENT | 24 |

  34. Expiring in 2026

    | KATHLEEN WILSON-THOMPSON Retired Executive Vice President and Global Chief Human Resources Officer, Walgreens Boots Alliance, Inc. | | | | 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 | | Age: 67 Director since: 2021 Board Committees: Compensation and Human Capital (Chair) Governance Other Public Directorships: Tesla, Inc. (since 2019) McKesson Corporation (since 2022) | |

  35. Expiring in 2026

    | 2025 PROXY STATEMENT | 25 |

  36. Expiring in 2027

    Expiring in 2027

  37. Expiring in 2027

    | BRENDA J. LAUDERBACK Chair, Denny’s Corporation; Retired President, Wholesale and Retail Group, Nine West Group, Inc. | | | | Career Highlights: • Nine West Group, 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 | | Age: 74 Director since: 2003 Board Committees: Audit Governance (Chair) Other Public Directorships: Denny’s Corporation (since 2005), Board Chair (since 2016) Sleep Number Corporation (since 2004) | |

  38. Expiring in 2027

    | 2025 PROXY STATEMENT | 26 |

  39. Expiring in 2027

    | STACIA ANDERSEN Former Executive Vice President and Chief Customer Officer, PetSmart LLC | | | | 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 | | Age: 54 Director since: 2023 Board Committees: Audit Other Public Directorships: None | |

  40. Expiring in 2027

    | 2025 PROXY STATEMENT | 27 |

  41. Expiring in 2027

    | DEMONTY PRICE Former President, Chief Operating, Service and Values Officer, RH, formerly known as Restoration Hardware | | | | 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) • The 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 | | Age: 63 Director since: 2023 Board Committees: Compensation and Human Capital Other Public Directorships: None | |

  42. Expiring in 2027

    | 2025 PROXY STATEMENT | 28 |

  43. Director Compensation in Fiscal Year 2024

    Director Compensation in Fiscal Year 2024 The Company's non-employee director compensation philosophy is to pay compensation that is competitive with the compensation paid by companies of similar size, in similar industries and with whom Wolverine Worldwide competes for director candidates. The Governance Committee, with input from management and from the Compensation and Human Capital Committee's independent compensation consultant, reviewed director compensation and compared it to market data, including a comparison to director compensation for the Company's Peer Group, as defined on page 49, and broader industry market surveys (FW Cook Director Compensation Report and NACD Director Compensation Report). The following table provides information regarding the compensation of the Company's non-employee directors for fiscal year 2024. In 2024, Mr. Hufnagel received compensation for his services as the Company's President and CEO but did not receive any additional compensation for service as a director. His compensation is reflected in the Compensation Discussion and Analysis section, the Summary Compensation Table, and related tables and disclosures.

  44. Director Compensation in Fiscal Year 2024

    | | Fees Paid in Cash | | Cash Amounts Voluntarily Deferred | | Fees Earned or Paid in Cash(1) | | Restricted Stock Unit Awards(2) | | Totals | | Andersen | $95,000 | + | — | = | $95,000 | + | $145,000 | = | $240,000 | | Boromisa | — | + | $132,000 | = | $132,000 | + | $145,000 | = | $277,000 | | Bricker | $92,000 | + | — | = | $92,000 | + | $145,000 | = | $237,000 | | Gerber | $107,000 | + | — | = | $107,000 | + | $145,000 | = | $252,000 | | Kollat | $107,000 | + | — | = | $107,000 | + | $145,000 | = | $252,000 | | Lauderback | $122,000 | + | — | = | $122,000 | + | $145,000 | = | $267,000 | | Long | $145,000 | + | — | = | $145,000 | + | $255,000 | = | $400,000 | | Price | — | + | $92,000 | = | $92,000 | + | $145,000 | = | $237,000 | | Wilson-Thompson | $124,000 | + | — | = | $124,000 | + | $145,000 | = | $269,000 |

  45. Director Compensation in Fiscal Year 2024

    | 1. | Represents cash payments received or deferred by non-employee directors for fiscal year 2024. Non-employee directors may defer fees pursuant to the Director Deferred Compensation Plan or Deferred Compensation Plan (each as defined below). The table shows the Fees Earned or Paid in Cash separated into Fees Paid in Cash and Cash Amounts Voluntarily Deferred. |

  46. Director Compensation in Fiscal Year 2024

    | 2. | Represents the aggregate grant date fair value of restricted stock units granted to non-employee directors in fiscal year 2024, calculated in accordance with Accounting Standard Codification (“ASC”) Topic 718, without regard to estimated forfeitures. The chart below lists the aggregate outstanding option awards (granted prior to 2018) and restricted stock units held by non-employee directors at the end of fiscal year 2024. For valuation assumptions, see the Stock-Based Compensation footnote to the Company's Consolidated Financial Statements for fiscal year 2024 included in its Annual Report on Form 10-K for fiscal year 2024. |

  47. Director Compensation in Fiscal Year 2024

    | Name | Option Awards Outstanding at December 28, 2024 (#) | Restricted Stock Units held at December 28, 2024(1) (#) | | Andersen | — | 22,830 | | Boromisa | 28,795 | 47,338 | | Bricker | — | 13,315 | | Gerber | 28,795 | 13,315 | | Kollat | 36,282 | 13,315 | | Lauderback | 28,795 | 13,315 | | Long | 28,795 | 40,364 | | Price | — | 22,830 | | Wilson-Thompson | — | 33,113 |

  48. Director Compensation in Fiscal Year 2024

    | 1. | Includes 34,023, 9,515, 16,948, 9,515 and 19,798 fully vested restricted stock units held by each of Mr. Boromisa, Ms. Andersen, Mr. Long, Mr. Price and Ms. Wilson-Thompson, respectively, that were deferred and will be settled on the date elected by the director. |

  49. Director Compensation in Fiscal Year 2024

    | 2025 PROXY STATEMENT | 32 |

  50. Director Compensation in Fiscal Year 2024

    The following table shows the non-employee director compensation program for fiscal year 2024, which remained unchanged from fiscal year 2023:

  51. Director Compensation in Fiscal Year 2024

    | | Compensation Plan for 2024 | | | Component | Cash | Restricted Stock Units(1) | | Annual Director Fee | $80,000 | Number of restricted stock units “RSUs” with a grant date value of $145,000. | | Audit Committee Annual Fee | $15,000 | | | Audit Committee Chairperson Annual Fee | $25,000 | | | Compensation and Human Capital Committee Annual Fee | $12,000 | | | Compensation and Human Capital Committee Chairperson Annual Fee | $20,000 | | | Governance Committee Annual Fee | $12,000 | | | Governance Committee Chairperson Annual Fee | $20,000 | | | Chairman of the Board Annual Fee | In lieu of the standard Annual Director Fee, the Chairman of the Board was paid a Cash Retainer of $145,000 | In lieu of the standard RSU grant, the Chairman of the Board received a number of RSUs with a grant date value of $255,000 |

  52. Director Compensation in Fiscal Year 2024

    | 1. | For fiscal year 2024, Messrs. Boromisa, Gerber, Kollat and Price and Mses. Andersen, Bricker, Wilson-Thompson and Lauderback each received 13,315 restricted stock units. Mr. Long received 23,416 restricted stock units. The above restricted stock units were granted in May 2024 under the Stock Incentive Plan of 2016, as amended, and vest one year from the date of grant. Directors may defer settlement of these restricted stock unit awards upon vesting. |

  53. Director Compensation in Fiscal Year 2024

    Director Deferred Compensation Plan. The Company's Amended and Restated Outside Directors' Deferred Compensation Plan (the “Director Deferred Compensation Plan”) is a supplemental nonqualified deferred compensation plan for non-employee directors. A separate non-employee director deferred compensation plan applies to benefits accrued under that plan before January 1, 2005. The Director Deferred Compensation Plan permits all non-employee directors to voluntarily defer, at their option, 25%, 50%, 75% or 100% of their director cash fees. The Company establishes a book account for each non-employee director and credits the director's account with a number of stock units equal to the amounts voluntarily deferred, divided by the closing market price of common stock on the payment/deferral date. The Company also credits director accounts with dividend equivalents on amounts previously deferred in the form of additional stock units. The amounts credited to director accounts are treated as if invested in Wolverine Worldwide common stock. The number of stock units held in director accounts is set forth under the “Stock Ownership By Management and Others” table below. Upon a director's termination of service, or such later date as a director selects, the Company will distribute the stock units in the director's book account in shares of Wolverine Worldwide common stock in either a single, lump sum distribution or annual installment distributions over a period of up to 20 years (10 years under the plan for benefits accrued before January 1, 2005) based on the director's election. The Company converts each stock unit to one share of Wolverine Worldwide common stock. Upon a “change in control,” the Company will distribute to the director, in a single, lump sum distribution, Wolverine Worldwide common stock in a number of shares equal to the stock units credited to a director's book account. The Deferred Compensation Plan defines “change in control” as any of the following:

  54. Director Compensation in Fiscal Year 2024

    | • | The acquisition by any person, or by more than one person acting as a group, of more than 50% of either (i) the then outstanding shares of common stock of Wolverine Worldwide or (ii) the total fair market value of Wolverine Worldwide |

  55. Director Compensation in Fiscal Year 2024

    | • | The acquisition by any person, or more than one person acting as a group, during the 12 month period from and including the date of the most recent acquisition, of ownership of 30% or more of the outstanding common stock of Wolverine Worldwide |

  56. Director Compensation in Fiscal Year 2024

    | • | The replacement of a majority of the individuals who constitute the Board during any 12 month period by directors whose appointment or election is not endorsed by a majority of the directors prior to the date of the appointment or election |

  57. Director Compensation in Fiscal Year 2024

    | • | The acquisition, during any 12 month period ending on the date of the most recent acquisition, by any person of assets from Wolverine Worldwide having a gross fair market value of at least 40% of the gross fair market value of all the assets of Wolverine Worldwide immediately before the acquisition |

  58. Director Compensation in Fiscal Year 2024

    Deferred Compensation Plan For a description of the non-qualified Deferred Compensation Plan under which directors may also defer cash fees, please see the “Non-Qualified Deferred Compensation” section on page 63.

  59. Director Compensation in Fiscal Year 2024

    | 2025 PROXY STATEMENT | 33 |

  60. 2024 Compensation Program Overview

    2024 Compensation Program Overview The Company's executive compensation program consists of base salary, annual bonus opportunity, long-term incentive compensation and benefits. A breakdown of base salary, annual performance bonus, and long-term incentive compensation is illustrated below:

  61. 2024 Compensation Program Overview

    | ELEMENT | COMPONENT | METRICS | WHAT THE PAY ELEMENT REWARDS | | Base Salary | • Cash | • Fixed amount based on responsibilities, experience and market data | • Scope of core responsibilities, years of experience, and potential to affect the Company's overall performance | | Annual Performance Bonus | • Company/Business Unit Cash Bonus | • 75% revenue and adjusted pretax earnings • 25% business priorities | • Achieving specific corporate business and/or divisional financial objectives over which the NEO has reasonable control • Achieving specific business priorities | | Long-Term Incentive Compensation | • Performance-based restricted stock units • Time-vested restricted stock units | • Uses the following performance metrics (weighted as indicated) • 60% Operating Profit • 40% Relative Total Shareholder Return • Three-year vesting for time-vested restricted stock units | • Balances focus on near-term profitability with longer-term shareholder value creation • Achieving long-term corporate objectives • Driving long-term shareholder value • Continued, long-term employment at Wolverine Worldwide • Significant weighting on relative TSR performance • Time-vested restricted stock units reward increases in stock price |

  62. Long-Term Incentive Program Mix

    Long-Term Incentive Program Mix The long-term incentive program is heavily weighted to at-risk compensation, with a mix for February 2024 grants of 70% performance stock units and 30% time vested restricted stock units for Mr. Hufnagel and 60% performance stock units and 40% time vested restricted stock units for the other NEOs.

  63. Compensation Best Practices

    | What we do | What we do not do | | ✔ Vast majority of pay is at risk or variable, i.e., performance-based or equity-based or both ✔ Stringent share ownership requirements (6x base salary for CEO) ✔ Broad-based clawback policy covering both cash and equity ✔ Significant vesting horizon for equity grants ✔ Double trigger equity acceleration ✔ Independent Compensation Committee Consultant ✔ Review executive compensation program to ensure it doesn't promote excessive risk taking ✔ Proactively engage with top shareholders on compensation and governance issues ✔ Conduct annual say-on-pay votes ✔ Balance short-term and long-term incentives | ✘ No dividends or dividend equivalents on unearned performance shares/units or time-vested shares/units granted under the Stock Incentive Plan of 2024 ✘ No repricing or replacing of underwater stock options ✘ No excessive or unnecessary perquisites ✘ No hedging, pledging or short sales of Company stock ✘ No excise tax gross-ups in change-in-control agreements |

  64. Annual Bonus

    Annual Bonus In 2024, each NEO had the opportunity to earn annual cash incentive compensation (“annual bonus”), consisting of a performance bonus and business priorities bonus:

  65. Annual Bonus

    | | Key Factors | | 2024 Company Metrics | | | Performance Bonus (75% weighting) | • | Based on performance measured against Company and/or business unit performance criteria established at the beginning of 2024 | • • | Revenue (50%) Pretax earnings (50%) | | | • | Payout determined by comparing performance against three performance levels: threshold, target, and stretch | | | | Business Priorities (BP) (25% weighting) | • | Measured against company/function BP | • | Vary for each NEO | | | • | Each NEO's payout was determined by comparing performance on BPs against specific criteria set at the beginning of 2024 | | | | | • | Payouts can range from 0% to 200% depending on the NEO's performance against BPs | | |

  66. Annual Bonus

    A percentage of each NEO's 2024 base salary, as determined in February 2024, 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 business 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 2024, the NEOs had the following Target Bonus Percentages: Mr. Hufnagel 120%, Ms. Klimek 50%, Mr. Latchana 50%, Ms. Miller 60%, Ms. Soriano 55% and Mr. Stornant 65%. Mr. Latchana’s opportunity was prorated based on his April 2024 promotion date. Ms. Miller's opportunity was prorated based on her May 2024 hire date. The Committee selected fiscal year 2024 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.

  67. Performance Bonus

    Performance Bonus Messrs. Hufnagel, Latchana and Stornant, and Mses. Miller and 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 the International Group and exerted a significant influence on that business unit in particular, in addition to influencing Company performance. Accordingly, 45% of her annual bonus opportunity was based on International Group performance, and 30% was based on Company performance. 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 for a 100% payout on revenue were set below 2023 revenue, considering the businesses sold or licensed along with other business model changes between 2023 and 2024. The performance targets required for 100% payout on adjusted pretax goals were set very aggressively – at growth of $102 million over the prior fiscal year’s adjusted pretax results. 2024 performance targets were set based on planned performance in 2024 and as compared to actual 2023 results.

  68. Performance Bonus

    | Company Performance Level (% of Target Payout)(1) | | | | | Revenue (in millions) | Adjusted Pretax Earnings (in millions) | | Threshold (50%) | $1,681 | $92 | | Target (100%) | $1,726 | $113 | | Stretch (200%) | $1,971 | $144 |

  69. 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. |

  70. Performance Bonus

    | 2025 PROXY STATEMENT | 42 |

  71. Performance Bonus

    The Committee sets the revenue and adjusted pretax earnings for the International Group 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 International Group.

  72. Performance Bonus

    | | Historical Group Performance | | | | | | | 2024 | 2023 | 2022 | 2021 | 2020 | | International Group | Between target and stretch | Below threshold | Between target and stretch | Between target and stretch | Below threshold |

  73. Performance Bonus

    | | 2024 Performance | Overall Weighted Payout by Group | | Wolverine Worldwide | Between threshold and target | 81.2% | | International Group | Between target and stretch | 164.6% |

  74. Performance Bonus

    Company revenue performance for 2024 was $1,751 million for a 110.2% payout. Adjusted pre-tax earnings performance was $93 million for a 52.2% payout, with a total, weighted Company performance bonus payout of 81.2%. Based on the factors described above, the performance bonus earned and paid for each NEO is set forth below.

  75. Performance Bonus

    | Name | Performance Bonus Percentage Earned | Performance Bonus Paid | | Hufnagel | 81.2% | $730,665 | | Klimek | 81.2% | $143,466 | | Latchana | 81.2% | $122,862 | | Miller | 81.2% | $155,715 | | Soriano | 131.3% | $308,857 | | Stornant | 81.2% | $275,164 |

  76. Business Priorities

    Business Priorities At the same time Target Bonus Percentages are set, the CEO approves measurable business priorities for each NEO's individual bonus, other than for himself; these business priorities were formerly known as annual strategic priorities. The CEO submits, and the Committee reviews and approves, with such changes as it considers appropriate, the CEO's business priorities. Such measurable priorities may include goals such as executing strategies supporting the Company's vision, developing employees, and driving operational excellence. Performance is evaluated by the CEO (or, in the case of the CEO, by the Committee and the other independent directors) based on qualitative and quantitative factors. Each business priority is given an achievement rating with weighted performance ratings and payouts at threshold (50%), target (100%), and stretch (200%). No payout is made for performance below threshold. The CEO recommended, and the Committee approved, the 2024 cumulative weighted business priority scores and payout levels for each of the NEOs other than himself. The Committee and the other independent directors of the Board met with the CEO at the end of the year to evaluate his performance against his business priorities, considering various factors. The Committee determined the cumulative weighted business priorities score for the CEO and recommended to the independent directors of the Board the CEO's payout level.

  77. Business Priorities

    | NEO | 2024 Business Priorities | 2024 Individual Bonus Percentage Achieved | 2024 Business Priority Bonus Paid | | Hufnagel | Develop new WWW Vision and Strategy; Build industry-leading consumer-obsessed, brand-building capabilities and repeatable processes that drive growth; Build strong order book that supports 2024 and 2025 revenue plans; Accelerate DTC recovery leading to second half inflection. | 120% | $360,000 | | Klimek | Design and implement pay for performance incentive compensation programs; Drive a winning mindset in our growth brands; Continue optimization of organizational design; Execute seamless office closures and moves; “New City Same Sole Campaign”; International payroll launch and Sweaty Betty HR integration; Talent Management and succession process redefined; Address gaps in talent and capabilities with key hires; Create community connections and key partnerships; Create an amazing place to work through inclusive and engaging employee experiences. | 110% | $64,796 | | Latchana | Develop and execute cross-functional, enterprise-wide ESG strategy; Unlock intellectual property as strategic growth catalyst; Drive and accelerate brand protection and fraud detection efforts; Leverage technology to advance legal operations and functionality with business partners; Continue integrating Sweaty Betty; Continue building WOLVER1NE culture and “winning” mindset, aligning department to enterprise-wide vision and strategy; Grow and develop talent in the group, and enable career empowerment. | 110% | $55,490 | | Miller | Accelerate DTC recovery leading to second half inflection; Generate cash through disciplined management of the P&L, balance sheet, and PIO initiatives to enable future investment; Optimize the efficiency of the business in providing a return to its shareholders; Align to the new enterprise vision, strategy and value creation model; Build industry-leading consumer obsessed, brand-building capabilities and repeatable processes that drive growth by supporting incremental investment initiatives and developing standardized marketing ROI models; Continue to build WOLVER1NE culture and “winning” mindset and align the organization to the vision and strategy to enable execution with distinction; Address work life balance by implementing an intentional PTO calendar for all team members. | 110% | $70,328 | | Soriano | London and Tokyo Key City strategy; Build strong order book that supports the 2024 and 2025 revenue plans and enables a more predictable business; Brand health tracker in strategic markets; Margin improvement; Continue building WOLVER1NE culture and “winning” mindset; To be a place where each individual does their greatest work. | 125% | $98,053 | | Stornant | Accelerate DTC recovery leading to second half inflection; Generate cash through disciplined management of the P&L, balance sheet, and PIO initiatives to enable future investment; Optimize the efficiency of the business in providing a return to its shareholders; Align to the new enterprise vision, strategy and value creation model; Build industry-leading consumer obsessed, brand-building capabilities and repeatable processes that drive growth by supporting incremental investment initiatives and developing standardized marketing ROI models; Continue to build WOLVER1NE culture and “winning” mindset and align the organization to the vision and strategy to enable execution with distinction; Address work life balance by implementing an intentional PTO calendar for all team members. | 110% | $124,276 |

  78. Business Priorities

    | Name | 2024 Target Percentage | 2024 Performance Bonus | 2024 Business Priorities Bonus | Total 2024 Annual Bonus Compensation | % of 2024 Actual Incentive Target | | Hufnagel | 120% | $730,665 | $360,000 | $1,090,665 | 90.9% | | Klimek | 50% | $143,466 | $64,796 | $208,262 | 88.4% | | Latchana | 50% | $122,862 | $55,490 | $178,352 | 88.4% | | Miller | 60% | $155,715 | $70,328 | $226,043 | 88.4% | | Soriano | 55% | $308,857 | $98,053 | $406,910 | 129.7% | | Stornant | 65% | $275,164 | $124,276 | $399,440 | 88.4% |

  79. LONG-TERM INCENTIVE COMPENSATION

    LONG-TERM INCENTIVE COMPENSATION In 2024, 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 2024 grants were based on the following:

  80. 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 | | |

  81. 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. |

  82. LONG-TERM INCENTIVE COMPENSATION

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

  83. Performance Awards for the 2024-2026 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, or none of the performance share units awarded to each NEO will vest, and the NEO will receive accrued dividends only on the shares actually earned. Mr. Hufnagel's amount includes $700,000 granted in recognition of his promotion to President and CEO and for his leadership in achieving significant progress implementing the Company's strategic transformation efforts during the first four months of his tenure. This portion of the grant has the same terms as the standard grant, as described above, and was part of an overall grant in recognition of Mr. Hufnagel's efforts that was heavily weighted to performance share units (70%) compared to time-vested units (30%), consistent with the overall mix of long-term CEO compensation that is heavily weighted toward at-risk compensation. 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 100% increase over 2023 actual performance, and to achieve target level Operating Profit for years two and three of the performance period would require

  84. 2022-2024 Performance Stock Units

    2022-2024 Performance Stock Units The following tables list the performance levels set by the Committee for performance stock unit awards granted for the 2022-2024 performance period:

  85. 2022-2024 Performance Stock Units

    | Performance Level (Percentage of Target Payout) | 2022 EPS | 2023 EPS (% increase vs. prior year) | 2024 EPS (% increase vs. prior year) | | Threshold (50%) | $2.60 | 15.6% | 11.2% | | Target (100%) | $2.70 | 22.2% | 15.3% | | Goal (150%) | $2.80 | 28.9% | 19.0% | | Stretch (200%) | $2.90 | 33.9% | 24.0% |

  86. 2022-2024 Performance Stock Units

    | Performance Level (Percentage of Target Payout) | 2022 BVA (in millions) | 2023 BVA (% increase vs. prior year) | 2024 BVA (% increase vs. prior year) | | Threshold (50%) | $190 | 18.4% | 14.6% | | Target (100%) | $200 | 24.3% | 20.7% | | Goal (150%) | $208 | 30.2% | 26.2% | | Stretch (200%) | $215 | 35.2% | 31.2% |

  87. 2022-2024 Performance Stock Units

    In February 2025, the Committee evaluated and certified the Company's performance for the 2022-2024 performance period against the criteria set forth in the tables above. For 2022 and 2023 both Business Value Added (“BVA”) and Earnings Per Share (“EPS”) measures were below threshold. 2024 BVA and EPS performance increased over 2023 at percentages greater than stretch level, for weighted average vesting at 66.7% of target for the three-year period. The Company's TSR performance against the Russell 3000 Consumer Discretionary Index during the period was at the 52nd percentile. Since the TSR modifier only increases or decreases vesting levels for top- or bottom-quartile performance, no adjustment was made to the vesting percentage based on the modifier. The table below shows shares that vested for each NEO for the 2022-2024 performance period based on the factors described above. 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.

  88. 2022-2024 Performance Stock Units

    | Name | Stock Units Vesting (#) | | Hufnagel | 57,778 | | Klimek | 7,033 | | Latchana | 3,159 | | Miller(1) | 5,931 | | Soriano | 7,814 | | Stornant | 16,906 |

  89. 2022-2024 Performance Stock Units

    | 1. | Ms. Miller was awarded prorated PSU grants for each open performance period upon hire. |

  90. 2022-2024 Performance Stock Units

    | 2025 PROXY STATEMENT | 46 |

  91. 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.

  92. Restricted Stock Unit Awards

    | Name | 2024 Time-vested Restricted Stock Units | | Hufnagel | $2,040,007 | | Klimek | $190,002 | | Latchana | $148,013 | | Miller(1) | $440,003 | | Soriano | $220,008 | | Stornant | $476,800 |

  93. Restricted Stock Unit Awards

    | 1. | Includes additional stock units received by Ms. Miller as part of her sign-on awards. |

  94. 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 $300,000 granted in recognition of his promotion to President and CEO and for his leadership in achieving significant progress implementing the Company's strategic transformation efforts during the first four months of his tenure. This portion of the grant has the Company’s standard three-year vesting schedule, as described above, and was part of an overall grant in recognition of Mr. Hufnagel's efforts that was heavily weighted to performance share units (70%) compared to time-vested units (30%), consistent with the overall mix of long-term CEO compensation that is heavily weighted toward at-risk compensation.

  95. 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:

  96. POST-EMPLOYMENT COMPENSATION

    | • | By resignation of the NEO, other than for “good reason,” which is discussed in the “Potential Payments Upon Termination or Change in Control” section of this Proxy Statement. |

  97. 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 2024 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).

  98. Peer Group

    Peer Group Below is the peer group used in late 2023 and early 2024 in connection with 2024 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.

  99. Peer Group

    | Abercrombie & Fitch Co. | Carter's, Inc. | Designer Brands, Inc. | Guess?, Inc. | The Children's Place, Inc. | | American Eagle Outfitters Inc. | Chico's FAS, Inc. | G-III Apparel Group, Ltd. | Kontoor Brands, Inc. | Under Armour, Inc. | | Boot Barn Holdings, Inc. | Crocs, Inc. | Genesco Inc. | Oxford Industries, Inc. | | | Caleres, Inc. | Deckers Outdoor Corporation | Gildan Activewear, Inc. | Skechers USA, Inc. | |

  100. 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.

  101. 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 2024, FW Cook performed the following specific services:

  102. Compensation Consultant Role

    | • | Attended Committee meetings, as requested |

  103. Compensation Consultant Role

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

  104. Compensation Consultant Role

    | • | Reviewed survey data for competitive comparisons |

  105. Compensation Consultant Role

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

  106. Compensation Consultant Role

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

  107. Compensation Consultant Role

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

  108. Compensation Consultant Role

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

  109. Compensation Consultant Role

    The total fees the Company paid to FW Cook for services to the Committee in 2024 were $151,039, 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.

  110. Compensation Consultant Role

    | 2025 PROXY STATEMENT | 50 |

  111. Equity Award Grant Practices

    Equity Award Grant Practices The Company’s equity compensation programs do not currently include annual or periodic stock option awards, but the Committee has in the past granted stock options to its executives and other employees. During 2024, the Committee did not consider material nonpublic information when determining the timing or terms of equity awards to its executives, and the Company did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

  112. Summary Compensation Table

    Summary Compensation Table

  113. Summary Compensation Table

    | Name and Principal Position | Year | Salary(1) | Bonus | Stock Awards(2) | Non-Equity Incentive Plan Compensation(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(4) | All Other Compensation(5) | Total | | Christopher Hufnagel President and CEO, Wolverine Worldwide | 2024 | $1,000,000 | $— | $6,800,009 | $1,090,665 | $438,706 | $42,687 | $9,372,067 | | | 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 Chief Human Resources Officer | | | | | | | | | | | 2024 | $471,240 | $— | $475,005 | $208,262 | $20,274 | $35,569 | $1,210,350 | | | 2023 | $465,199 | $— | $975,015 | $66,998 | $97,489 | $37,157 | $1,641,858 | | Dave Latchana Chief Legal Officer and Corporate Secretary | | | | | | | | | | | 2024 | $481,052 | $— | $412,027 | $178,352 | $9,719 | $42,013 | $1,123,163 | | Taryn Miller Chief Financial Officer and Treasurer | | | | | | | | | | | 2024 | $400,000 | $— | $1,340,016 | $226,043 | $— | $191,629 | $2,157,688 | | Isabel Soriano(6) President, International Group | 2024 | $570,489 | $— | $550,015 | $406,910 | $— | $1,045,876 | $2,573,290 | | | 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 | | Michael D. Stornant Executive Vice President, Former CFO and Treasurer | 2024 | $695,250 | $— | $1,192,005 | $399,440 | $— | $37,255 | $2,323,950 | | | 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 |

  114. Summary Compensation Table

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

  115. Summary Compensation Table

    | 2. | Includes the grant date fair value of restricted stock unit awards, and performance unit awards, as follows for 2024: |

  116. Summary Compensation Table

    | Name | Service-based Restricted Stock Unit Value | Performance Unit Value 24-26 Grant | Total | | Hufnagel | $2,040,007 | $4,760,002 | $6,800,009 | | Klimek | $190,002 | $285,003 | $475,005 | | Latchana | $148,013 | $264,014 | $412,027 | | Miller | $440,004 | $900,012 | $1,340,016 | | Soriano | $220,008 | $330,007 | $550,015 | | Stornant | $476,800 | $715,205 | $1,192,005 |

  117. 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 2024 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 2024) would have been $9,520,005 ($11,560,012) for Mr. Hufnagel, $660,015 ($880,023) for Ms. Soriano; $1,430,409 ($1,907,209) for Mr. Stornant, $528,029 ($676,042) for Mr. Latchana; $1,800,024 ($2,240,028) for Ms. Miller, and $570,005 ($760,007) 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 28, 2024 included in its Form 10-K for fiscal 2024. Mr. Hufnagel's amount includes $700,000 in performance units and $300,000 in time-vested units granted in recognition of his promotion to President and CEO and for his leadership in achieving significant progress implementing the Company's strategic transformation efforts during the first four months of his tenure. |

  118. Summary Compensation Table

    | 3. | Reflects the sum of performance bonus and business priority amounts earned in 2024, 2023 and 2022, respectively, and paid in 2025, 2024 and 2023 respectively. |

  119. Summary Compensation Table

    | 2025 PROXY STATEMENT | 54 |

  120. 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 NEOs participating in one or both of these plans. 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 2024 Pension Benefits” section starting on page 61 . |

  121. Summary Compensation Table

    | 5. | The amounts listed in this column for 2024 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), 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. Ms. Soriano is not a participant in the Company's Pension Plan, and instead received a retirement benefit payment. Ms. Miller’s moving/living expenses related to her relocation to Michigan upon her hire in 2024. |

  122. Summary Compensation Table

    | Name | 401(k) Match | Tax and Estate Planning | Health | Life Insurance Premiums | Moving/Living Expenses | Car Allowance | Tax Equalization | | Hufnagel | $10,350 | $7,625 | $23,855 | $857 | $0 | $0 | $0 | | Klimek | $10,350 | $7,625 | $17,055 | $539 | $0 | $0 | $0 | | Latchana | $10,350 | $7,525 | $23,635 | $503 | $0 | $0 | $0 | | Miller | $18,975 | $0 | $16,301 | $457 | $155,896 | $0 | $0 | | Soriano | $43,164 | $40,058 | $16,239 | $1,652 | $127,252 | $47,128 | $770,383 | | Stornant | $10,350 | $0 | $23,635 | $3,270 | $0 | $0 | $0 |

  123. 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 1.20 for fiscal year 2022, 1.27 for fiscal year 2023 and 1.26 for 2024. |

  124. Summary Compensation Table

    | 2025 PROXY STATEMENT | 55 |

  125. Grants of Plan-Based Awards in Fiscal Year 2024

    Grants of Plan-Based Awards in Fiscal Year 2024 The following table provides information concerning each grant of an award made to the NEOs in fiscal year 2024:

  126. Grants of Plan-Based Awards in Fiscal Year 2024

    | | | | Estimated Future Payouts Under Non- Equity Incentive Plan Awards(1) | | | Estimated Future Payments Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units(3) (#) | Grant Date Fair Value of Stock and Option Awards(4) ($) | | Name | Award type | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Hufnagel | Annual Bonus | | $600,000 | $1,200,000 | $2,400,000 | | | | | | | | FY24-FY26 Performance Units | 02/07/2024 | | | | 294,191 | 588,381 | 1,176,762 | | $4,760,002 | | | Restricted Units | 02/07/2024 | | | | | | | 252,164 | $2,040,007 | | Klimek | Annual Bonus | | $117,810 | $235,620 | $471,240 | | | | | | | | FY24-FY26 Performance Units | 02/07/2024 | | | | 17,615 | 35,229 | 70,458 | | $285,003 | | | Restricted Units | 02/07/2024 | | | | | | | 23,486 | $190,002 | | Latchana | Annual Bonus | | $100,891 | $201,781 | $403,563 | | | | | | | | FY24-FY26 Performance Units | 02/07/2024 | | | | 5,934 | 11,867 | 23,734 | | $96,004 | | | FY24-FY26 Performance Units | 04/29/2024 | | | | 7,829 | 15,658 | 31,316 | | $168,010 | | | Restricted Units | 02/07/2024 | | | | | | | 7,912 | $64,008 | | | Restricted Units | 04/29/2024 | | | | | | | 7,829 | $84,005 | | Miller | Annual Bonus | | $127,862 | $255,723 | $511,446 | | | | | | | | FY22-FY24 Performance Units | 05/10/2024 | | | | 4,448 | 8,896 | 17,792 | | $120,007 | | | FY23-FY25 Performance Units | 05/10/2024 | | | | 11,120 | 22,239 | 44,478 | | $300,004 | | | FY24-FY26 Performance Units | 05/10/2024 | | | | 17,791 | 35,582 | 71,164 | | $480,001 | | | Restricted Units | 05/10/2024 | | | | | | | 17,791 | $240,001 | | | Restricted Units | 05/10/2024 | | | | | | | 14,826 | $200,003 | | Soriano | Annual Bonus | | $156,884 | $313,769 | $627,538 | | | | | | | | FY24-FY26 Performance Units | 02/07/2024 | | | | 20,396 | 40,792 | 81,584 | | $330,007 | | | Restricted Units | 02/07/2024 | | | | | | | 27,195 | $220,008 | | Stornant | Annual Bonus | | $225,956 | $451,913 | $903,825 | | | | | | | | FY24-FY26 Performance Units | 02/07/2024 | | | | 44,203 | 88,406 | 176,812 | | $715,205 | | | Restricted Units | 02/07/2024 | | | | | | | 58,937 | $476,800 |

  127. Grants of Plan-Based Awards in Fiscal Year 2024

    | 1. | Estimated payout levels relating to the performance bonus and business priorities bonus. Maximum amount assumes stretch revenue and pretax earnings performance and stretch business priorities performance. For a description of these bonuses and the payouts under them, see pages 42-45. Mr. Latchana's payout levels have been prorated to reflect his promotion and related compensation changes in 2024. Ms. Miller's payout levels are prorated based on her May 2024 hire date. |

  128. Grants of Plan-Based Awards in Fiscal Year 2024

    | 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”) and for shares granted after May 2, 2024 granted under the Stock Incentive Plan of 2024. 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 2024, see pages 45-46. |

  129. Grants of Plan-Based Awards in Fiscal Year 2024

    | 3. | The Company awarded service-based restricted stock unit awards in February 2024 under the Stock Incentive Plan of 2016 to all NEOs employed at the time as well as a promotion grant to Mr. Latchana in April 2024 and a grant made upon Ms. Miller’s hire in May 2024 under the Stock Incentive Plan of 2024. One third of the shares vest on each of the first three anniversaries of the date of grant of the award, with the exception of the sign-on portion of Ms. Miller's award, which vests on the first and second anniversary of the date of grant. All restricted stock units vest upon an NEO's death, disability or retirement. Holders of restricted stock units and awards granted under the Stock Incentive Plan of 2016 are entitled to receive dividend equivalents on restricted stock units and awards. The Company accrues, but does not pay, dividends on the restricted stock units during the service period for units granted under the Stock Incentive Plan of 2024. At the end of the service period, the Company will pay to the NEO the accrued dividends (if any) on the restricted stock units that vest. |

  130. Grants of Plan-Based Awards in Fiscal Year 2024

    | 4. | Represents the award date fair value for performance stock units and service-based stock unit awards made in fiscal year 2024, determined as described in footnote 2 to the “Summary Compensation Table.” Mr. Hufnagel's amount includes $700,000 in performance units and $300,000 in time-vested units granted in recognition of his promotion to President and CEO and for his leadership in achieving significant progress implementing the Company's strategic transformation efforts during the first four months of his tenure. |

  131. Grants of Plan-Based Awards in Fiscal Year 2024

    | 2025 PROXY STATEMENT | 56 |

  132. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 Fiscal Year-End The following table provides information concerning options and stock awards that have not vested for each NEO outstanding as of December 28, 2024:

  133. Outstanding Equity Awards at 2024 Fiscal Year-End

    | | | Option Awards | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Options Exercise Price ($) | Options Expiration Date | Numbers of Shares or Units of Stock That Have Not Vested(1) (#) | Market Value of Shares or Units Of Stock That Have Not Vested(2) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(3) (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(2) ($) | | Hufnagel | | | | | | | | | | | Various | | | | 337,309 | $7,582,706 | | | | | Various | | | | | | 443,502 | $9,969,925 | | | 02/11/15 | 16,789 | $28.00 | 02/10/25 | | | | | | | 02/10/16 | 32,294 | $16.51 | 02/09/26 | | | | | | Klimek | | | | | | | | | | | Various | | | | 79,310 | $1,782,889 | | | | | Various | | | | | | 47,366 | $1,064,788 | | | 07/13/16 | 18,676 | $22.92 | 07/12/26 | | | | | | Latchana | | | | | | | | | | | Various | | | | 20,041 | $450,522 | | | | | Various | | | | | | 25,340 | $569,643 | | | 02/11/15 | 4,007 | $28.00 | 02/10/25 | | | | | | Miller | | | | | | | | | | | Various | | | | 32,617 | $733,230 | | | | | Various | | | | | | 49,785 | $1,119,167 | | Soriano | | | | | | | | | | | Various | | | | 84,601 | $1,901,830 | | | | | Various | | | | | | 54,518 | $1,225,565 | | Stornant | | | | | | | | | | | Various | | | | 93,854 | $2,109,838 | | | | | Various | | | | | | 96,249 | $2,163,678 | | | 02/11/15 | 11,765 | $28.00 | 02/10/25 | | | | | | | 06/12/15 | 12,687 | $29.31 | 06/11/25 | | | | | | | 02/10/16 | 70,948 | $16.51 | 02/09/26 | | | | |

  134. Outstanding Equity Awards at 2024 Fiscal Year-End

    | 2025 PROXY STATEMENT | 57 |

  135. Outstanding Equity Awards at 2024 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 28, 2024: |

  136. Outstanding Equity Awards at 2024 Fiscal Year-End

    | Named Executive Officer | Vesting Date | Number of Shares to Vest | | Hufnagel | | | | | 02/07/25 | 84,055 | | | 02/08/25 | 5,751 | | | 02/09/25 | 4,413 | | | 07/31/25 | 13,154 | | | 10/30/25 | 20,350 | | | 02/07/26 | 84,054 | | | 02/08/26 | 5,751 | | | 02/09/26 | 2,221 | | | 07/31/26 | 13,155 | | | 10/30/26 | 20,350 | | | 02/07/27 | 84,055 | | Klimek | | | | | 02/07/25 | 7,829 | | | 02/08/25 | 4,202 | | | 02/09/25 | 4,609 | | | 10/30/25 | 20,350 | | | 02/07/26 | 7,828 | | | 02/08/26 | 4,203 | | | 02/09/26 | 2,110 | | | 10/30/26 | 20,350 | | | 02/07/27 | 7,829 | | Latchana | | | | | 02/07/25 | 2,638 | | | 02/08/25 | 1,194 | | | 02/09/25 | 1,311 | | | 04/29/25 | 2,610 | | | 02/07/26 | 2,637 | | | 02/08/26 | 1,195 | | | 02/09/26 | 600 | | | 04/29/26 | 2,609 | | | 02/07/27 | 2,637 | | | 04/29/27 | 2,610 | | Miller | | | | | 05/10/25 | 13,344 | | | 05/10/26 | 13,343 | | | 05/10/27 | 5,930 |

  137. Outstanding Equity Awards at 2024 Fiscal Year-End

    | 2025 PROXY STATEMENT | 58 |

  138. Outstanding Equity Awards at 2024 Fiscal Year-End

    | Named Executive Officer | Vesting Date | Number of Shares to Vest | | Soriano | | | | | 02/07/25 | 9,065 | | | 02/08/25 | 4,866 | | | 02/09/25 | 3,467 | | | 07/31/25 | 614 | | | 08/02/25 | 391 | | | 10/30/25 | 20,350 | | | 02/07/26 | 9,065 | | | 02/08/26 | 4,866 | | | 02/09/26 | 1,888 | | | 07/31/26 | 614 | | | 10/30/26 | 20,350 | | | 02/07/27 | 9,065 | | Stornant | | | | | 02/07/25 | 19,646 | | | 02/08/25 | 10,546 | | | 02/09/25 | 9,196 | | | 02/07/26 | 19,645 | | | 02/08/26 | 10,547 | | | 02/09/26 | 4,628 | | | 02/07/27 | 19,646 |

  139. Outstanding Equity Awards at 2024 Fiscal Year-End

    | 2. | The dollar values are calculated using a per share stock price of $22.48, the closing price of Wolverine Worldwide common stock on December 27, 2024, the last business day of fiscal year 2024. |

  140. Outstanding Equity Awards at 2024 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 2022-2024 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 2023-2025 cycle and performance between zero and threshold was assumed for the 2024-2026 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. |

  141. Outstanding Equity Awards at 2024 Fiscal Year-End

    | 2025 PROXY STATEMENT | 59 |

  142. Option Exercises and Stock Vested

    Option Exercises and Stock Vested

  143. Pension Plans and 2024 Pension Benefits

    Pension Plans and 2024 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 and Stornant participate in the Pension Plan and SERP and Ms. Klimek and Mr. Latchana participate in the Pension Plan.

  144. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

    SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN Messrs. Hufnagel and Stornant 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 2024, Mr. Stornant is 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.

  145. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

    | 2025 PROXY STATEMENT | 61 |

  146. PENSION BENEFITS IN FISCAL YEAR 2024

    PENSION BENEFITS IN FISCAL YEAR 2024 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:

  147. PENSION BENEFITS IN FISCAL YEAR 2024

    | | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit(1) ($) | Payments During Last Fiscal Year ($) | | Hufnagel | SERP | 16 | $1,214,773 | — | | | Pension | 16 | $655,765 | — | | Klimek(2) | SERP | — | — | — | | | Pension | 20 | $451,930 | — | | Latchana(2) | SERP | — | — | — | | | Pension | 17 | $292,318 | — | | Miller(2) | SERP | — | — | — | | | Pension | — | — | — | | Soriano(2) | SERP | — | — | — | | | Pension | — | — | — | | Stornant | SERP | 25 | $2,505,320 | — | | | Pension | 25 | $1,441,893 | — |

  148. PENSION BENEFITS IN FISCAL YEAR 2024

    | 1. | These values are as of December 28, 2024, and are calculated assuming the participants will commence their benefits at age 65, 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. |

  149. PENSION BENEFITS IN FISCAL YEAR 2024

    | 2. | Ms. Soriano and Ms. Miller do not participate in the SERP or Pension Plan and Ms. Klimek and Mr. Latchana do not participate in the SERP. |

  150. PENSION BENEFITS IN FISCAL YEAR 2024

    | 2025 PROXY STATEMENT | 62 |

  151. Non-Qualified Deferred Compensation

    Non-Qualified Deferred 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 2024, none of the NEOs elected to defer amounts under the Deferred Compensation Plan and no NEOs received a Company contribution. Mr. Hufnagel and Mr. Stornant are the only NEOs who have previously elected to defer amounts under the Deferred Compensation Plan.

  152. Non-Qualified Deferred Compensation

    | Name | Executive Contributions in 2024 ($) | Registrant Contributions in 2024 ($) | Aggregate Earnings in 2024 ($)(1) | Aggregate Withdrawals / Distributions ($) | Aggregate Balance at Last FYE ($) | | Hufnagel | — | — | $19,990 | — | $428,019 | | Stornant | — | — | $693 | — | $15,467 |

  153. Non-Qualified Deferred Compensation

    | 1. | Reflects market-based earnings on amounts credited to Mr. Stornant and Mr. Hufnagel under the Deferred Compensation Plan. |

  154. Non-Qualified Deferred Compensation

    | 2025 PROXY STATEMENT | 63 |

  155. Potential Payments Upon

    Potential Payments Upon

  156. Termination or Change in Control

    Termination or Change in 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 each of Mr. Hufnagel and Ms. Soriano regarding termination benefits in the event of termination of employment under the circumstances described below.

  157. 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 2024, which was December 28, 2024. 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 $22.48 of Wolverine Worldwide's common stock on December 27, 2024, the last business day in fiscal year 2024. The value for unvested restricted stock is computed by multiplying $22.48 by the number of shares of the NEO's restricted stock that would vest as a result of an event.

  158. ESTIMATED PAYMENTS ON TERMINATION OR CHANGE IN CONTROL

    | 2025 PROXY STATEMENT | 67 |

  159. ESTIMATED PAYMENTS ON TERMINATION OR CHANGE IN CONTROL

    Each of the hypothetical events described in the following table (the highlighted 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.

  160. ESTIMATED PAYMENTS ON TERMINATION OR CHANGE IN CONTROL

    | Termination Event and Payment / Benefits | Hufnagel | Klimek | Latchana | Miller | Soriano | Stornant | | 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 | $7,469,020 | — | — | — | $427,867(11) | — | | Change in Control / Termination | | | | | | | | Executive Severance Agreement(1) | $5,181,330 | $1,830,244 | $1,826,704 | $2,402,086 | $2,525,287 | $2,884,630 | | Benefits under Executive Severance Agreement(2) | $40,704 | $38,876 | $42,353 | $34,856 | $36,023 | $54,515 | | Stock Incentive Plans(3) | $7,582,706 | $1,782,893 | $450,512 | $733,230 | $1,901,811 | $2,109,832 | | Lump sum payment under the SERP(4) | $3,309,970 | — | — | — | — | $5,191,371 | | Death | | | | | | | | SERP(5) | $2,815,314 | — | — | — | — | $4,435,062 | | Pension Plan(6) | $364,837 | $206,711 | $160,503 | — | — | $1,067,627 | | Stock Incentive Plans(3) | $7,582,706 | $1,782,893 | $450,512 | $733,230 | $1,901,811 | $2,109,832 | | Earned Incentive Compensation(7) | $4,236,181 | $651,364 | $391,366 | $386,043 | $912,569 | $1,176,820 | | Disability | | | | | | | | SERP(8) | $2,262,606 | — | — | — | — | $3,397,398 | | Stock Incentive Plans(3) | $7,582,706 | $1,782,893 | $450,512 | $733,230 | $1,901,811 | $2,109,832 | | Earned Incentive Compensation(7) | $4,236,181 | $651,364 | $391,366 | $386,043 | $912,569 | $1,176,820 | | Retirement | | | | | | | | SERP(9) | $1,927,265 | — | — | — | — | $3,652,717 | | Pension Plan(9) | $750,844 | $518,405 | $332,410 | — | — | $1,674,257 | | Stock Incentive Plans(3) | $7,582,706 | $1,782,893 | $450,512 | $733,230 | $1,901,811 | $2,109,832 | | Earned Incentive Compensation(7) | $4,236,181 | $651,364 | $391,366 | $386,043 | $912,569 | $1,176,820 | | Change in Control Only | | | | | | | | Stock Incentive Plans(10) | — | — | — | — | — | — |

  161. 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. |

  162. 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. |

  163. 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. |

  164. 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. |

  165. 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. |

  166. 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 2024” under the heading “Pension Plans and 2024 Pension Benefits.” In accordance with the terms of the Pension Plan, the death benefit for Mr. Stornant 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. |

  167. 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 2024, (b) actual payout under the 2022-2024 performance cycle and (c) target performance for the 2023-2025 and 2024-2026 performance cycles. Performance units would vest on a prorated basis based on actual Company performance. |

  168. 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. |

  169. 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. |

  170. 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. |

  171. 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 ($285,245). |

  172. ESTIMATED PAYMENTS ON TERMINATION OR CHANGE IN CONTROL

    | 2025 PROXY STATEMENT | 68 |

  173. 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. For 2024, our last completed fiscal year, the annual total compensation of the employee of the Company identified at median was $52,621 and the annual total compensation of the CEO, as reported in the Summary Compensation Table above was $9,372,067. Based on this information, the 2024 ratio of the annual total compensation of Mr. Hufnagel to the median of the annual total compensation of all employees was estimated to be 178 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, as well as to determine the annual total compensation of our “median employee” are described below.

  174. 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. We believe there have been no changes in our employee population or our compensation arrangements in 2024 that would result in a material change in our pay ratio disclosure or our median employee, and therefore used the same median employee as in last year’s pay ratio disclosure. |

  175. 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. |

  176. CEO PAY RATIO

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

  177. 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. |

  178. CEO PAY RATIO

    | • | Once we identified our median employee, we combined the elements of such employee's compensation for fiscal 2024 in accordance with the SEC's rules, resulting in annual total compensation of $52,621. |

  179. CEO PAY RATIO

    | 2025 PROXY STATEMENT | 69 |

  180. 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 in 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. As shown in the table below, the CEO and other NEOs’ Compensation Actually Paid amounts are aligned with the Company’s TSR. Compensation Actually Paid has meaningfully decreased when the stock price has decreased (e.g., 2022), and Compensation Actually Paid has meaningfully increased when the stock price has increased (e.g., 2024). Alignment is primarily due to the Company’s use of equity incentives, which are tied directly to stock price in addition to the Company’s financial performance.

  181. 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) | | 2024 | N/A | N/A | $9,372,067 | N/A | N/A | $28,578,673 | $1,877,688 | $4,434,728 | $74.93 | $130.36 | $51.5 | $92.5 | | 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 | ($189.1) | $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 | $67.0 | $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 |

  182. PAY VS. PERFORMANCE

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

  183. PAY VS. PERFORMANCE

    | Year | CEO (or Principal Executive Officer) | Non-CEO NEOs | | 2024 | Christopher Hufnagel | Amy Klimek, David Latchana, Taryn Miller, Isabel Soriano, Michael Stornant | | 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 |

  184. 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 2024. |

  185. PAY VS. PERFORMANCE

    | | CEO | NEO Average | | | Hufnagel (2024) | 2024 | | Summary Compensation Table Total | $9,372,067 | $1,877,688 | | Less: Reported Fair Value of Equity Awards(1) | $6,800,009 | $793,814 | | Add: Year-End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year(2) | $23,953,175 | $2,317,940 | | Add: Change in Fair Value from prior Year-End to Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year(2) | $224,381 | $69,837 | | Add: Year Over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years(2) | $1,884,203 | $957,513 | | Less: Fair Value at the End of Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year(2) | $17,269 | $25,459 | | Add: Value of Dividends or Other Earnings Paid on Stock or Option Awards Not Otherwise Reflected in Fair Value or Total Compensation | $132,880 | $26,780 | | Less: Change in Pension Value Reported in the Summary Compensation Table | $438,706 | $5,999 | | Add: Pension Service Cost for Services Rendered During the Year | $267,951 | $10,241 | | Compensation Actually Paid | $28,578,673 | $4,434,728 |

  186. 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. |

  187. 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. |

  188. 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). |

  189. 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. |

  190. PAY VS. PERFORMANCE

    | 2025 PROXY STATEMENT | 70 |

  191. Compensation Actually Paid versus Total Shareholder Return

    Compensation Actually Paid versus Total Shareholder Return As shown in the chart below, the CEO and other NEOs’ Compensation Actually Paid amounts are aligned with the Company’s TSR. Alignment is primarily due to the Company’s use of equity incentives, which are tied directly to stock price in addition to the Company’s financial performance. The TSR calculation assumes a $100 investment made on 12/28/2019. A $100 investment in Wolverine since the announcement of Mr. Hufnagel’s appointment to CEO (on August 10, 2023) would be worth $268.34 at the end of fiscal year 2024 (168% appreciation) and Mr. Hufnagel’s Compensation Actually Paid is 149% higher than his Compensation disclosed in the Summary Compensation Table for fiscal years 2023 and 2024, demonstrating alignment between our current CEO’s realizable compensation and the performance of our Company Stock during Mr. Hufnagel’s CEO tenure.

  192. Compensation Actually Paid versus Total Shareholder Return

    | 2025 PROXY STATEMENT | 71 |

  193. 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.

  194. 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.

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

    | 2025 PROXY STATEMENT | 72 |