DEF 14A of Wolverine World Wide Inc /De/
Filed Mar 25, 2026 · FY20250001140361-26-011157
Election of Directors for Terms Expiring in 2029
Election of Directors for Terms Expiring in 2029 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 four directors for election at the Annual Meeting, as outlined in the table below. The Board recommends that shareholders vote “FOR” each of the nominees named below.
Election of Directors for Terms Expiring in 2029
| | Age | Director Since | Independent | Committees | Proposed Term Expiration | Other Public Directorships | | Cheryl Abel-Hodges Chief Executive Officer, Tommy John, Inc. | 62 | 2025 | ✔ | Audit | 2029 | None | | William K. Gerber Managing Director, Cabrillo Point Capital LLC; Retired EVP and Chief Financial Officer, Kelly Services, Inc. | 72 | 2008 | ✔ | Audit (Chair) Compensation and Human Capital | 2029 | None | | Nicholas T. Long Chairman of the Board, Wolverine Worldwide; Retired Chief Executive Officer, MillerCoors LLC | 67 | 2011 | ✔ | None | 2029 | Amcor PLC | | Kathleen Wilson-Thompson Retired Executive Vice President and Global Chief Human Resources Officer, Walgreens Boots Alliance, Inc. | 68 | 2021 | ✔ | Compensation and Human Capital (Chair) Governance | 2029 | Tesla, Inc. McKesson Corporation |
Election of Directors for Terms Expiring in 2029
Detailed director biographies can be found on pages 18-27 of the Proxy Statement.
Election of Directors for Terms Expiring in 2029
| 2026 PROXY STATEMENT | 7 |
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:
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 |
Board of Directors
| • | Selecting, evaluating and approving the compensation of the CEO and overseeing CEO succession planning |
Board of Directors
| • | Providing advice and oversight regarding the selection, evaluation, development and compensation of management |
Board of Directors
| • | Overseeing the Company’s process for assessing and managing risk and mitigation activities |
Board of Directors
| • | Nominating the Company’s director candidates and appointing committee members |
Board of Directors
| • | Engaging in succession planning for the Board and key leadership roles on the Board and its committees |
Board of Directors
| • | Shaping effective corporate governance |
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 |
Proposal 1 — Election of Directors
Proposal 1 — Election of Directors
for Terms Expiring in 2029
for Terms Expiring in 2029 The Board currently consists of ten directors. 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 four directors for election at the Annual Meeting: Cheryl Abel-Hodges, William K. Gerber, Nicholas T. Long and Kathleen Wilson-Thompson. Each director has been nominated to serve for a three-year term expiring at the annual meeting of shareholders to be held in 2029 or until a successor, if any, has been elected and is qualified. All director nominees are independent directors, as determined by the Board under the applicable NYSE listing standards and the Company’s Director Independence Standards. Each director nominee currently serves on the Board. The shareholders most recently elected Messrs. Gerber and Long and Ms. Wilson-Thompson at the Company’s 2023 Annual Meeting. Ms. Abel-Hodges was appointed to the Board in 2025 on the recommendation of the Company’s Governance Committee after having been identified as a candidate by a third-party search firm. 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 four nominees and the other continuing directors of the Company are below, along with a discussion of the experience and skills of each director.
for Terms Expiring in 2029
| 2026 PROXY STATEMENT | 17 |
Director Nominees with
Director Nominees with
Proposed Terms Expiring in 2029
Proposed Terms Expiring in 2029
Proposed Terms Expiring in 2029
| CHERYL ABEL-HODGES Chief Executive Officer, Tommy John, Inc. | | | | Career Highlights: • Tommy John, Inc. a manufacturer and marketer of sleepwear/loungewear and underwear for men and women ° Chief Executive Officer (since 2023) • PVH Corp., a global apparel company that designs, manufactures and markets apparel brands. ° Chief Executive Officer, Calvin Klein (2019-2021) ° Group President, Calvin Klein North America and The Underwear Group (2015-2019) ° President, Global Calvin Klein Underwear (2014-2015) ° President, Wholesale Sportswear, IZOD (2006-2014) Experience and Skills: • Brand Building: Strong track record of building global brands through over 30 years in senior leadership positions at category leading global companies, including as CEO of Calvin Klein where she built the creative brand leadership team and led accelerated digital growth. • Footwear/Apparel: Extensive experience in the apparel industry resulting in deep expertise in strategy, product development, marketing and commercial operations. • Retail: Comprehensive understanding of retail operations, including during her time leading Calvin Klein’s wholesale and retail business in North America, setting the brand’s strategic direction and driving a consumer centric approach. • Ms. Abel-Hodges also brings CEO/executive leadership, e-commerce, global and marketing experience and expertise to the Board. Education: • BS, Political Science, State University of New York at Albany | | Age: 62 Director Since: 2025 Board Committees: Audit Other Public Directorships: None | |
Proposed Terms Expiring in 2029
| 2026 PROXY STATEMENT | 18 |
Proposed Terms Expiring in 2029
| 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: 72 Director Since: 2008 Board Committees: Audit (Chair) Compensation and Human Capital Other Public Directorships: Cleveland-Cliffs, Inc. (2020-2024) | |
Proposed Terms Expiring in 2029
| 2026 PROXY STATEMENT | 19 |
Proposed Terms Expiring in 2029
| 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: 67 Director Since: 2011 Board Committees: None Other Public Directorships: Amcor PLC (since 2017) | |
Proposed Terms Expiring in 2029
| 2026 PROXY STATEMENT | 20 |
Proposed Terms Expiring in 2029
| 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: 68 Director Since: 2021 Board Committees: Compensation and Human Capital (Chair) Governance Other Public Directorships: Tesla, Inc. (since 2018) McKesson Corporation (since 2022) | |
Proposed Terms Expiring in 2029
The Board recommends that you vote “FOR” the election of the above nominees for proposed terms expiring in 2029.
Proposed Terms Expiring in 2029
| 2026 PROXY STATEMENT | 21 |
Directors with Terms Expiring in 2027
Directors with Terms Expiring in 2027
Directors with Terms 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/e-commerce: 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: 55 Director Since: 2023 Board Committees: Audit Governance Other Public Directorships: None | |
Directors with Terms Expiring in 2027
| 2026 PROXY STATEMENT | 22 |
Directors with Terms Expiring in 2027
| BRENDA J. LAUDERBACK 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 previously 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: 75 Director Since: 2003 Board Committees: Audit Governance (Chair) Other Public Directorships: Denny’s Corporation (2005-2025) Former Board Chair Sleep Number Corporation (2004-2025) | |
Directors with Terms Expiring in 2027
| 2026 PROXY STATEMENT | 23 |
Directors with Terms 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: 64 Director Since: 2023 Board Committees: Compensation and Human Capital Governance Other Public Directorships: None | |
Directors with Terms Expiring in 2027
| 2026 PROXY STATEMENT | 24 |
Directors with
Directors with
Terms Expiring in 2028
Terms Expiring in 2028
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: 71 Director Since: 2006 Board Committees: Audit Governance Other Public Directorships: None | |
Terms Expiring in 2028
| 2026 PROXY STATEMENT | 25 |
Terms Expiring in 2028
| JACK BOYLE Managing Partner, FamBam Sports Group; Former President, Buying and North America, Fanatics Commerce | | | | Career Highlights: • FamBam Sports Group, a diversified holding company that invests in professional sports, lifestyle, and consumer business ° Managing Partner (since 2017) • Fanatics Holdings, Inc., a retail and sports merchandise and e-commerce Store ° President, Buying and North America, Fanatics Commerce (2024-2025) ° Co-President, Global Direct-to-consumer (2019-2024) ° Co-President, North America, Direct-to-Consumer (2017-2019) ° President, Merchandising (2012-2017) • Kohl’s Corporation, a department store retail chain ° Executive Vice President, General Merchandise Manager, Women’s and Intimate Apparel (2005-2012) ° Senior Vice President, Divisional Merchandise Manager, Women’s Apparel (2003-2005) Experience and Skills: • Retail: Extensive expertise in merchandising and brand management, through over 20 years in senior leadership positions with a reputation for driving growth, scaling consumer business and creating value for shareholders. • Footwear/Apparel: Deep omni-channel expertise through oversight in strategy, merchandising and global expansion in industry leading brands, including during his time at Fanatics Holdings, Inc., where he helped transform the company into the world’s leading digital sports platform. • Public Company Governance: Serves as a director of Destination XL Group, Inc., the largest integrated-commerce specialty leader of big and tall men’s clothing and footwear, since 2017. • Mr. Boyle also brings brand building, global supply-chain and digital transformation experience and expertise to the Board. Education: • BS, Finance and Banking, University of Missouri | | Age: 58 Director Since: 2025 Board Committees: Compensation and Human Capital Other Public Directorships: Destination XL Group, Inc. (since 2017) | |
Terms Expiring in 2028
| 2026 PROXY STATEMENT | 26 |
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 ° 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/e-commerce/IT, and global supply chain experience and expertise to the Board. Education: • BA, Political Science & History, Alma College | | Age: 53 Director Since: 2023 Board Committees: None Other Public Directorships: None | |
Terms Expiring in 2028
| 2026 PROXY STATEMENT | 27 |
Director Compensation in Fiscal Year 2025
Director Compensation in Fiscal Year 2025 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 48, 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 2025. In 2025, 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.
Director Compensation in Fiscal Year 2025
| | Fees Paid in Cash | | Cash Amounts Voluntarily Deferred | | Fees Earned or Paid in Cash(1) | | Restricted Stock Unit Awards(2) | | Totals | | Abel-Hodges | $35,624 | + | $11,876 | = | $47,500 | + | $145,003 | = | $192,503 | | Andersen | $100,000 | + | — | = | $100,000 | + | $145,005 | = | $245,005 | | Boromisa | — | + | $119,500 | = | $119,500 | + | $145,005 | = | $264,505 | | Boyle | $46,000 | + | — | = | $46,000 | + | $145,003 | = | $191,003 | | Bricker | $30,922 | + | — | = | $30,922 | + | — | = | $30,922 | | Gerber | $119,500 | + | — | = | $119,500 | + | $145,005 | = | $264,505 | | Kollat | $35,964 | + | — | = | $35,964 | + | — | = | $35,964 | | Lauderback | $127,000 | + | — | = | $127,000 | + | $145,005 | = | $272,005 | | Long | $145,000 | + | — | = | $145,000 | + | $255,005 | = | $400,005 | | Price | — | + | $97,000 | = | $97,000 | + | $145,005 | = | $242,005 | | Wilson-Thompson | $124,000 | + | — | = | $124,000 | + | $145,005 | = | $269,005 |
Director Compensation in Fiscal Year 2025
| 1. | Represents cash payments received or deferred by non-employee directors for fiscal year 2025. 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. |
Director Compensation in Fiscal Year 2025
| 2. | Represents the aggregate grant date fair value of restricted stock units granted to non-employee directors in fiscal year 2025, 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-officer directors at the end of fiscal year 2025. For valuation assumptions, see the Stock-Based Compensation footnote to the Company’s Consolidated Financial Statements for fiscal year 2025 included in its Annual Report on Form 10-K for fiscal year 2025. |
Director Compensation in Fiscal Year 2025
| Name | Option Awards Outstanding at January 3, 2026 (#) | Restricted Stock Units held at January 3, 2026(1) (#) | | Abel-Hodges | — | 7,459 | | Andersen | — | 33,857 | | Boromisa | 21,945 | 58,365 | | Boyle | — | 7,459 | | Bricker | — | — | | Gerber | 9,091 | 11,027 | | Kollat | 27,651 | — | | Lauderback | 9,091 | 11,027 | | Long | 9,091 | 30,200 | | Price | — | 33,857 | | Wilson-Thompson | — | 44,140 |
Director Compensation in Fiscal Year 2025
| 1. | Includes 47,338, 22,830, 10,808, 22,830 and 33,113 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. |
Director Compensation in Fiscal Year 2025
| 2026 PROXY STATEMENT | 31 |
Director Compensation in Fiscal Year 2025
The following table shows the non-employee director compensation program for fiscal year 2025, which remained unchanged from fiscal year 2024:
Director Compensation in Fiscal Year 2025
| | Compensation Plan for 2025 | | | 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 |
Director Compensation in Fiscal Year 2025
| 1. | For fiscal year 2025, Messrs. Boromisa, Gerber and Price and Mses. Andersen, Wilson-Thompson and Lauderback each received 11,027 restricted stock units. Mr. Long received 19,392 restricted stock units. Mr. Boyle and Ms. Abel-Hodges each received 7,459 restricted stock units. The above restricted stock units were granted under the Stock Incentive Plan of 2024, and vest one year from the date of grant. Restricted stock units were granted in May 2025, except for grants to Mr. Boyle and Ms. Abel-Hodges, which were made in July 2025 after their appointment to the Board. Directors may defer settlement of these restricted stock unit awards upon vesting. |
Director Compensation in Fiscal Year 2025
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:
Director Compensation in Fiscal Year 2025
| • | 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 |
Director Compensation in Fiscal Year 2025
| • | 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 |
Director Compensation in Fiscal Year 2025
| • | 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 |
Director Compensation in Fiscal Year 2025
| • | 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 |
Director Compensation in Fiscal Year 2025
| 2026 PROXY STATEMENT | 32 |
Director Compensation in Fiscal Year 2025
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 61.
2025 Compensation Program Overview
2025 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:
2025 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 | • 60% operating profit • 40% relative total shareholder return • Three-year vesting for time-vested restricted stock units | • Achieving both absolute profitability and relative shareholder value creation over a longer-term period • Driving stock price growth • Continued, long-term employment at Wolverine Worldwide |
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 2025 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.
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 ✘ 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 |
Annual Bonus
Annual Bonus In 2025, each NEO had the opportunity to earn annual cash incentive compensation (“annual bonus”), consisting of a performance bonus and business priorities bonus:
Annual Bonus
| | Key Factors | | 2025 Company Metrics | | | Performance Bonus (75% weighting) | • | Based on performance measured against Company and/or business unit performance criteria established at the beginning of 2025 | • • | 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 2025 | | | | | • | Payouts can range from 0% to 200% depending on the NEO’s performance against BPs | | |
Annual Bonus
A percentage of each NEO’s 2025 base salary, as determined in February 2025, 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 2025, the NEOs had the following Target Bonus Percentages: Mr. Hufnagel 150%, Ms. Klimek 55%, Mr. Latchana 55%, Ms. Miller 60%, Ms. Soriano 55% and Ms. Kuhn 55%. The Committee selected fiscal year 2025 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.
Performance Bonus
Performance Bonus Messrs. Hufnagel and Latchana, 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 while Ms. Kuhn was responsible for the Active Group and both exerted a significant influence on their business unit in particular, in addition to influencing Company performance. Accordingly, 45% of Mses. Soriano and Kuhn’s annual bonus opportunity was their business unit performance, and 30% was based on Company performance. The Committee set the revenue and adjusted pretax earnings goals following a review of the Company’s operating plan, historical performance, and industry and macroeconomic conditions. The performance targets required for 100% payout for the Company performance bonus metrics were set using aggressive year-over-year growth of $74 million in revenue and $36 million in pretax earnings.
Performance Bonus
| Company Performance Level (% of Target Payout)(1) | | | | | Revenue (in millions) | Adjusted Pretax Earnings (in millions) | | Threshold (50%) | $1,750 | $113 | | Target (100%) | $1,825 | $129 | | Stretch (200%) | $1,900 | $144 |
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. |
Performance Bonus
| 2026 PROXY STATEMENT | 41 |
Performance Bonus
Company revenue performance for 2025 was $1,874 million for a 165.7% payout. Adjusted pre-tax earnings performance was $141 million for a 179.1% payout, with a total, weighted Company performance bonus payout of 172.4%. The International Group and Active Group performed at stretch level.
Performance Bonus
| | 2025 Performance | Overall Weighted Payout by Group | | Wolverine Worldwide | Between target and stretch | 172.4% | | International Group | At stretch | 200% | | Active Group | At stretch | 200% |
Performance Bonus
The Committee sets the revenue and adjusted pretax earnings for the International Group and Active 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 and Active Group.
Performance Bonus
| | Historical Group Performance | | | | | | | 2025 | 2024 | 2023 | 2022 | 2021 | | International Group | At stretch | Between target and stretch | Below threshold | Between target and stretch | Between target and stretch | | Active Group | At stretch | Between target and stretch | Below threshold | Below threshold | Between target and stretch |
Performance Bonus
Based on the factors described above, the performance bonus earned and paid for each NEO is set forth below.
Performance Bonus
| Name | Performance Bonus Percentage Earned | Performance Bonus Paid | | Hufnagel | 172.4% | $2,155,048 | | Klimek | 172.4% | $336,499 | | Kuhn | 189.0% | $459,091 | | Latchana | 172.4% | $349,703 | | Miller | 172.4% | $519,919 | | Soriano | 189.0% | $487,189 |
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. 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 2025 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.
Business Priorities
| NEO | 2025 Business Priorities | 2025 Individual Bonus Percentage Achieved | 2025 Business Priority Bonus Paid | | Hufnagel | Optimize cash flow management, Successfully complete debt financing, Continue to adopt global supply chain footprint, Accelerate DTC, Build strong order book, Implementation of first phase of eCommerce Platform modernization, Continue to drive profit improvement through further optimization of operating expense structure and gross margin expansion, Generate cash through disciplined management of the P&L and balance sheet, Optimize efficiency of the organization in providing a stronger return for shareholders, Establish and institutionalize the Acceleration Office, Alignment with Board on WWWx2030, Mitigate the impact of tariffs, Successful launch and activation of Enterprise Strategy and Vision and Values, Successfully recruit and onboard key leaders, Advance UN1TED initiatives | 122% | $508,806 | | Klimek | Advance People Leadership development programs and continue to develop and acquire key capabilities, Drive eCommerce growth, Optimize Organizational Design and continue to create efficiencies, including 2025 SG&A levers, Complete global benchmarking studies in Benefits, Development and Career Ladders project, Continue to modernize HR systems, Support AO set up and tariff mitigation workstreams and initiatives, Successful launch and activation of Enterprise Strategy and Vision and Values, Successfully recruit and onboard key leaders, Create an Amazing Place to work with an inclusive and engaging employee experience | 111% | $72,225 | | Kuhn | Accelerate DTC, Build strong order book, Partner with Acceleration Office on gross margin enhancements, Deepen consumer and market connectivity, Improve brand profitability, Optimize GTM process, Mitigate the impact of tariffs, Successful launch and activation of Enterprise Strategy and Vision and Values, Successfully recruit and onboard key leaders | 121% | $98,247 | | Latchana | Activate ESG - build cross-functional teams and strategy, update RSL, and advance regulatory disclosures, Accelerate Brand Protection, Support Key City initiatives, platinum partner development, APM, and business evolution model, Expand MAP program, Grow IP infringement program, Accelerate fraud investigations to protect margins, Improve business processes for SB agreements, UK records retention, and intragroup agreements, With GSC improve supply chain transparency and reporting through traceability, HIGG, and audits, Mitigate the impact of tariffs, Pulse engagement scores, Recruiting and onboarding key talent, Stay curious through growth and development of all team members | 120% | $81,145 | | Miller | Ensure sufficient liquidity in uncertain environment, Establish an investment approval and review process, Alignment with Board on WWWx2030, Drive profit improvement through optimization of gross margin and expense structure, Generate cash through disciplined management of the P&L and balance sheet, Mitigate risks with proactive corporate finance planning-Refinance/Capital, Establish and institutionalize the Acceleration Office, Support successful integration of Sweaty Betty systems to Wolverine platform, Mitigate the impact of tariffs, Successful launch and activation of new Enterprise Strategy and Vision & Values, Successfully complete Pulse action plans including the recruitment of key leaders | 135% | $135,722 | | Soriano | Accelerate DTC, Build strong order book, Generate cash through disciplined management of the P&L and balance sheet, Successful implementation of Key City Strategy, Mitigate the impact of tariffs, Successful launch and activation of Enterprise Strategy and Vision and Values, Successfully recruit and onboard key leaders | 160% | $137,082 |
Business Priorities
| Name | 2025 Target Percentage | 2025 Performance Bonus | 2025 Business Priorities Bonus | Total 2025 Annual Bonus Compensation | % of 2025 Actual Incentive Target | | Hufnagel | 150% | $2,155,048 | $508,806 | $2,663,854 | 159.8% | | Klimek | 55% | $336,499 | $72,225 | $408,724 | 157.0% | | Kuhn | 55% | $459,091 | $98,247 | $557,338 | 172.0% | | Latchana | 55% | $349,703 | $81,145 | $430,848 | 159.3% | | Miller | 60% | $519,919 | $135,722 | $655,641 | 163.0% | | Soriano | 55% | $487,189 | $137,082 | $624,271 | 181.6% |
Long-Term Incentive Compensation
Long-Term Incentive Compensation In 2025, 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 2025 grants were based on the following:
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 absolute profitability with relative 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 | | |
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. |
Long-Term Incentive Compensation
| 2. | Relative TSR as compared to TSR for the S&P Composite 1500 Consumer Durables & Apparel Index. |
2023-2025 Performance Stock Units
2023-2025 Performance Stock Units The following table lists the operating profit performance levels set by the Committee for performance stock unit awards granted for the 2023-2025 performance period:
2023-2025 Performance Stock Units
| Performance Level (Percentage of Target Payout) | 2023 Operating Profit (in millions) (OP) | 2024 OP (% increase vs. prior year) | 2025 OP (% increase vs. prior year) | | Threshold (50%) | $232.00 | 33.3% | 10.3% | | Target (100%) | $239.60 | 47.3% | 15.3% | | Stretch (200%) | $254.00 | 57.4% | 22.7% |
2023-2025 Performance Stock Units
For the relative TSR metric, threshold was set at the 25th percentile relative to the S&P Composite 1500 Consumer Durables & Apparel Index, target at the 50th percentile, and stretch at the 75th percentile. In addition, if the Company’s absolute TSR for the three-year period is negative, payouts on this measure are capped at target, regardless of whether the Company outperformed the Index. In February 2026, the Committee evaluated and certified the Company’s performance for the 2023-2025 performance period against operating profit (60% weighting) and relative TSR (40% weighting). For 2023, operating profit performance was below threshold. For each of 2024 and 2025, operating profit increased over the prior year at percentages greater than stretch level, resulting in performance for this metric of 133%. Relative TSR performance was at approximately the 57th percentile, resulting in vesting on this measure at 128%. This resulted in an overall weighted payout of 131%. The table below shows shares that vested for each NEO for the 2023-2025 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.
2023-2025 Performance Stock Units
| Name | Stock Units Vesting (#) | | Hufnagel | 33,898 | | Klimek | 24,771 | | Kuhn(1) | 17,000 | | Latchana | 7,042 | | Miller(1) | 29,129 | | Soriano | 28,682 |
2023-2025 Performance Stock Units
| 1. | Ms. Kuhn and Ms. Miller were awarded prorated PSU grants for each open performance period upon hire. |
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.
Restricted Stock Unit Awards
| Name | 2025 Time-vested Restricted Stock Units | | Hufnagel | $1,740,007 | | Klimek | $190,013 | | Kuhn | $360,011 | | Latchana | $200,021 | | Miller | $400,019 | | Soriano | $220,014 |
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 first three anniversaries of the date of grant.
Restricted Stock Unit Awards
| 2026 PROXY STATEMENT | 45 |
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:
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. |
Post-Employment Compensation
NEOs may also be eligible under Wolverine Worldwide’s retirement plans or equity plans to receive certain payments and benefits upon termination of employment or in connection with a change in control as described in the “Potential Payments Upon Termination or Change in Control” section of this Proxy Statement. Mr. Hufnagel is also party to an Employment Agreement under which he is eligible to receive certain payments and benefits if the Company terminates his employment, even if not following a change in control, other than for “cause” or if he terminates his employment for “good reason.” The Committee determined upon appointing Mr. Hufnagel as the President and CEO that, given the Company’s strategic initiatives the Board asked him to lead, it was appropriate for the Company to enter into such arrangement.
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 2025 compensation, the Committee considered information presented by its consultant Frederic W. Cook & Co. (“FW Cook”) based on publicly-disclosed Peer Group information and relevant survey data.
Competitive Philosophy and Competitive Market Data
| 2026 PROXY STATEMENT | 47 |
Peer Group
Peer Group Below is the peer group used in late 2024 and early 2025 in connection with 2025 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.
Peer Group
| Abercrombie & Fitch Co. | Carter’s, Inc. | Genesco Inc. | Oxford Industries, Inc. | The Children’s Place, Inc. | | American Eagle Outfitters Inc. | Crocs, Inc. | G-III Apparel Group, Ltd. | Shoe Carnival, Inc. | Under Armour, Inc. | | Boot Barn Holdings, Inc. | Deckers Outdoor Corporation | Guess?, Inc. | Steven Madden, Ltd. | | | Caleres, Inc. | Designer Brands, Inc. | Kontoor Brands, Inc. | The Buckle, Inc. | |
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.
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 2025, FW Cook performed the following specific services:
Compensation Consultant Role
| • | Attended Committee meetings, as requested |
Compensation Consultant Role
| • | Reviewed the Company’s peer group and advised the Committee on the composition of the peer group |
Compensation Consultant Role
| • | Reviewed survey data for competitive comparisons |
Compensation Consultant Role
| • | Provided market data and guidance on CEO and other NEO compensation |
Compensation Consultant Role
| • | Advised the Committee on market trends related to compensation policies and programs |
Compensation Consultant Role
| • | Proactively advised the Committee on best practice approaches for governance features of executive compensation programs |
Compensation Consultant Role
| • | Reviewed the Compensation Discussion & Analysis and other executive compensation related disclosures included in the Company’s Proxy Statement |
Compensation Consultant Role
The total fees the Company paid to FW Cook for services to the Committee in 2025 were $132,960, 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.
Compensation Consultant Role
| 2026 PROXY STATEMENT | 48 |
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 2025, the Committee did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
Summary Compensation Table
Summary Compensation Table
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 | 2025 | $1,192,308 | $— | $5,800,023 | $2,663,854 | $1,131,678 | $66,866 | $10,854,729 | | | 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 | | Amy Klimek Chief Human Resources Officer | 2025 | $500,719 | $— | $475,021 | $408,724 | $57,111 | $37,050 | $1,478,625 | | | 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 | | Susie Kuhn President, Active Group | 2025 | $610,962 | $— | $900,027 | $557,338 | $— | $110,986 | $2,179,313 | | Dave Latchana Chief Legal Officer and Corporate Secretary | 2025 | $520,385 | $— | $500,030 | $430,848 | $38,616 | $43,859 | $1,533,738 | | | 2024 | $481,052 | $— | $412,027 | $178,352 | $9,719 | $42,013 | $1,123,163 | | Taryn Miller Chief Financial Officer | 2025 | $695,000 | $— | $1,000,037 | $655,641 | $449 | $119,825 | $2,470,952 | | | 2024 | $400,000 | $— | $1,340,016 | $226,043 | $— | $191,629 | $2,157,688 | | Isabel Soriano(6) Former President, International Group | 2025 | $624,991 | $— | $550,024 | $624,271 | $— | $1,385,263 | $3,184,549 | | | 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 |
Summary Compensation Table
| 1. | Includes any amounts deferred under the Company’s qualified 401(k) plan or Deferred Compensation Plan. |
Summary Compensation Table
| 2. | Includes the grant date fair value of restricted stock unit awards, and performance unit awards, as follows for 2025: |
Summary Compensation Table
| Name | Service-based Restricted Stock Unit Value | Performance Unit Value 25-27 Grant | Total | | Hufnagel | $1,740,007 | $4,060,016 | $5,800,023 | | Klimek | $190,013 | $285,008 | $475,021 | | Kuhn | $360,011 | $540,016 | $900,027 | | Latchana | $200,021 | $300,009 | $500,030 | | Miller | $400,019 | $600,018 | $1,000,037 | | Soriano | $220,014 | $330,010 | $550,024 |
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 2025 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 2025) would have been $8,120,031 ($9,860,038) for Mr. Hufnagel; $660,019 ($880,033) for Ms. Soriano; $600,018 ($800,039) for Mr. Latchana; $1,200,035 ($1,600,054) for Ms. Miller; $570,017 ($760,030) for Ms. Klimek; and $1,080,032 ($1,440,043) for Ms. Kuhn. 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 January 3, 2026 included in its Form 10-K for fiscal 2025. |
Summary Compensation Table
| 3. | Reflects the sum of performance bonus and business priority amounts, earned in 2025, 2024 and 2023, respectively, and paid in 2026, 2025 and 2024 respectively. |
Summary Compensation Table
| 4. | Amounts in this column include, 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 2025 Pension Benefits” section starting on page 59. Amounts in this column for Ms. Miller reflect 2025 non-qualified deferred compensation plan earnings in 2025. Amounts for Mr. Hufnagel reflect both non-qualified deferred compensation plan earnings and change in actuarial present value under the Pension Plan and SERP. |
Summary Compensation Table
| 2026 PROXY STATEMENT | 52 |
Summary Compensation Table
| 5. | The amounts listed in this column for 2025 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. Moving/living expenses for Mses. Kuhn and Miller related to their respective relocations to Michigan upon being hired. |
Summary Compensation Table
| Name | 401(k) Match | DC Plan Company Contribution | Tax and Estate Planning | Health | Life Insurance Premiums | Moving/Living Expenses | Tax Equalization | Other | | Hufnagel | $10,500 | $0 | $7,970 | $25,062 | $857 | $0 | $0 | $22,477* | | Klimek | $10,500 | $0 | $7,970 | $18,024 | $556 | $0 | $0 | $0 | | Kuhn | $16,981 | $0 | $0 | $9,947 | $678 | $83,380 | $0 | $0 | | Latchana | $10,500 | $0 | $7,970 | $24,831 | $558 | $0 | $0 | $0 | | Miller | $19,250 | $5,750 | $0 | $25,062 | $773 | $68,990 | $0 | $0 | | Soriano | $49,999 | $0 | $49,714 | $17,435 | $1,555 | $136,342 | $1,130,218 | $0 |
Summary Compensation Table
| * Personal Security Benefits. |
Summary Compensation Table
| 6. | The cash compensation for Ms. Soriano is paid in Pounds Sterling. Her cash compensation was converted into U.S. dollars using the fiscal year-end rate of 1.27 for fiscal year 2023, 1.26 for 2024 and 1.35 for fiscal year 2025. |
Summary Compensation Table
| 2026 PROXY STATEMENT | 53 |
Grants of Plan-Based Awards in Fiscal Year 2025
Grants of Plan-Based Awards in Fiscal Year 2025 The following table provides information concerning each grant of an award made to the NEOs in fiscal year 2025:
Grants of Plan-Based Awards in Fiscal Year 2025
| | | | Estimated Future Payouts Under Non- Equity Incentive Plan Awards(1) | | | Estimated Future Payments Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units(3) (#) | Grant Date Fair Value of Stock and Option Awards(4) ($) | | Name | Award type | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Hufnagel | Annual Bonus | | $833,425 | $1,666,849 | $3,333,699 | | | | | | | | FY25-FY27 Performance Units | 02/05/2025 | | | | 91,483 | 182,966 | 365,932 | | $4,060,016 | | | Restricted Units | 02/05/2025 | | | | | | | 78,414 | $1,740,007 | | Klimek | Annual Bonus | | $130,135 | $260,270 | $520,539 | | | | | | | | FY25-FY27 Performance Units | 02/05/2025 | | | | 6,422 | 12,844 | 25,688 | | $285,008 | | | Restricted Units | 02/05/2025 | | | | | | | 8,563 | $190,013 | | Kuhn | Annual Bonus | | $161,977 | $323,953 | $647,906 | | | | | | | | FY25-FY27 Performance Units | 02/05/2025 | | | | 12,168 | 24,336 | 48,672 | | $540,016 | | | Restricted Units | 02/05/2025 | | | | | | | 16,224 | $360,011 | | Latchana | Annual Bonus | | $135,241 | $270,482 | $540,964 | | | | | | | | FY25-FY27 Performance Units | 02/05/2025 | | | | 6,760 | 13,520 | 27,040 | | $300,009 | | | Restricted Units | 02/05/2025 | | | | | | | 9,014 | $200,021 | | Miller | Annual Bonus | | $201,069 | $402,138 | $804,276 | | | | | | | | FY25-FY27 Performance Units | 02/05/2025 | | | | 13,520 | 27,040 | 54,080 | | $600,018 | | | Restricted Units | 02/05/2025 | | | | | | | 18,027 | $400,019 | | Soriano | Annual Bonus | | $171,890 | $343,779 | $687,559 | | | | | | | | FY25-FY27 Performance Units | 02/05/2025 | | | | 7,436 | 14,872 | 29,744 | | $330,010 | | | Restricted Units | 02/05/2025 | | | | | | | 9,915 | $220,014 |
Grants of Plan-Based Awards in Fiscal Year 2025
| 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 41-44. |
Grants of Plan-Based Awards in Fiscal Year 2025
| 2. | Estimated payout levels as of the grant date of performance stock units 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 2025, see pages 44-45. |
Grants of Plan-Based Awards in Fiscal Year 2025
| 3. | The Company awarded service-based restricted stock unit awards in February 2025 under the Stock Incentive Plan of 2024 to all NEOs employed at the time. One third of the shares vest on each of the first three anniversaries of the date of grant of the award. All restricted stock units vest upon an NEO’s death, disability or retirement. 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, including those reflected in this table. 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. |
Grants of Plan-Based Awards in Fiscal Year 2025
| 4. | Represents the award date fair value for performance stock units and service-based stock unit awards made in fiscal year 2025, determined as described in footnote 2 to the “Summary Compensation Table”. |
Grants of Plan-Based Awards in Fiscal Year 2025
| 2026 PROXY STATEMENT | 54 |
Outstanding Equity Awards at 2025 Fiscal Year-End
Outstanding Equity Awards at 2025 Fiscal Year-End The following table provides information concerning unvested stock awards for each NEO as of January 3, 2026. As of this date, none of the NEOs held any outstanding options.
Outstanding Equity Awards at 2025 Fiscal Year-End
| | Stock Awards | | | | | | Name | Grant 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 | 288,000 | $5,244,480 | | | | | Various | | | 988,152 | $17,994,248 | | Klimek | | | | | | | | Various | 50,883 | $926,579 | | | | | Various | | | 85,689 | $1,560,397 | | Kuhn | | | | | | | | Various | 16,224 | $295,439 | | | | | Various | | | 89,776 | $1,634,821 | | Latchana | | | | | | | | Various | 21,302 | $387,909 | | | | | Various | | | 61,607 | $1,121,863 | | Miller | | | | | | | | Various | 37,300 | $679,233 | | | | | Various | | | 118,791 | $2,163,184 | | Soriano | | | | | | | | Various | 55,763 | $1,015,444 | | | | | Various | | | 99,218 | $1,806,760 |
Outstanding Equity Awards at 2025 Fiscal Year-End
| 2026 PROXY STATEMENT | 55 |
Outstanding Equity Awards at 2025 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 January 3, 2026: |
Outstanding Equity Awards at 2025 Fiscal Year-End
| Named Executive Officer | Vesting Date | Number of Shares to Vest | | Hufnagel | | | | | 02/05/26 | 26,138 | | | 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 | | | 02/05/27 | 26,138 | | | 02/07/27 | 84,055 | | | 02/05/28 | 26,138 | | Klimek | | | | | 02/05/26 | 2,855 | | | 02/07/26 | 7,828 | | | 02/08/26 | 4,203 | | | 02/09/26 | 2,110 | | | 10/30/26 | 20,350 | | | 02/05/27 | 2,854 | | | 02/07/27 | 7,829 | | | 02/05/28 | 2,854 | | Kuhn | | | | | 02/05/26 | 5,408 | | | 02/05/27 | 5,408 | | | 02/05/28 | 5,408 | | Latchana | | | | | 02/05/26 | 3,005 | | | 02/07/26 | 2,637 | | | 02/08/26 | 1,195 | | | 02/09/26 | 600 | | | 04/29/26 | 2,609 | | | 02/05/27 | 3,004 | | | 02/07/27 | 2,637 | | | 04/29/27 | 2,610 | | | 02/05/28 | 3,005 | | Miller | | | | | 02/05/26 | 6,009 | | | 05/10/26 | 13,343 | | | 02/05/27 | 6,009 | | | 05/10/27 | 5,930 | | | 02/05/28 | 6,009 |
Outstanding Equity Awards at 2025 Fiscal Year-End
| 2026 PROXY STATEMENT | 56 |
Outstanding Equity Awards at 2025 Fiscal Year-End
| Named Executive Officer | Vesting Date | Number of Shares to Vest | | Soriano | | | | | 02/05/26 | 3,305 | | | 02/07/26 | 9,065 | | | 02/08/26 | 4,866 | | | 02/09/26 | 1,888 | | | 07/31/26 | 614 | | | 10/30/26 | 20,350 | | | 02/05/27 | 3,305 | | | 02/07/27 | 9,065 | | | 02/05/28 | 3,305 |
Outstanding Equity Awards at 2025 Fiscal Year-End
| 2. | The dollar values are calculated using a per share stock price of $18.21, the closing price of Wolverine Worldwide common stock on January 2, 2026, the last business day of fiscal year 2025. |
Outstanding Equity Awards at 2025 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 2023-2025 cycle are included as unearned shares in the “Equity Incentive Plan Awards” column. Performance at target level was assumed for the 2024-2026 cycle and performance at stretch was assumed for the 2025-2027 cycle. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| 2026 PROXY STATEMENT | 57 |
Option Exercises and Stock Vested
Option Exercises and Stock Vested
Pension Plans and 2025 Pension Benefits
Pension Plans and 2025 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. Mr. Hufnagel participates in the Pension Plan and SERP and Ms. Klimek and Mr. Latchana participate in the Pension Plan. Effective as of December 31, 2025, Wolverine froze benefits under the Pension Plan, meaning that participants (including Messrs. Hufnagel and Latchana and Ms. Klimek) will not accrue any further benefits under the plan, including additional years of service.
Supplemental Executive Retirement Plan
Supplemental Executive Retirement Plan Mr. Hufnagel participates 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. 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.
Supplemental Executive Retirement Plan
| 2026 PROXY STATEMENT | 59 |
Pension Benefits in Fiscal Year 2025
Pension Benefits in Fiscal Year 2025 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:
Pension Benefits in Fiscal Year 2025
| | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit(1) ($) | Payments During Last Fiscal Year ($) | | Hufnagel | SERP | 17 | $2,213,085 | — | | | Pension | 17 | $748,950 | — | | Klimek(2) | SERP | — | — | — | | | Pension | 21 | $509,041 | — | | Kuhn(2) | SERP | — | — | — | | | Pension | — | — | — | | Latchana(2) | SERP | — | — | — | | | Pension | 18 | $330,934 | — | | Miller(2) | SERP | — | — | — | | | Pension | — | — | — | | Soriano(2) | SERP | — | — | — | | | Pension | — | — | — |
Pension Benefits in Fiscal Year 2025
| 1. | These values are as of January 3, 2026, 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: 5.75% Pension Plan; 5.63% SERP. |
Pension Benefits in Fiscal Year 2025
| 2. | Ms. Soriano, Ms. Miller and Ms. Kuhn do not participate in the SERP or Pension Plan and Ms. Klimek and Mr. Latchana do not participate in the SERP. Pension Plan benefits were frozen for all plan participants as of December 31, 2025, including Messrs. Hufnagel and Latchana and Ms. Klimek. |
Pension Benefits in Fiscal Year 2025
| 2026 PROXY STATEMENT | 60 |
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 6 months of the event triggering payment. In 2025, none of the NEOs elected to defer amounts under the Deferred Compensation Plan and Ms. Miller was the only NEO that received a Company contribution. Mr. Hufnagel is the only NEO who has previously elected to defer amounts under the Deferred Compensation Plan.
Non-Qualified Deferred Compensation
| Name | Executive Contributions in 2025 ($) | Registrant Contributions in 2025 ($)(2) | Aggregate Earnings in 2025 ($)(1) | Aggregate Withdrawals / Distributions ($) | Aggregate Balance at Last FYE ($) | | Hufnagel | — | — | $40,181 | — | $468,200 | | Miller | — | $5,750 | $449 | — | $3,473 |
Non-Qualified Deferred Compensation
| 1. | Reflects market-based earnings on amounts credited to Mr. Hufnagel and Ms. Miller under the Deferred Compensation Plan. |
Non-Qualified Deferred Compensation
| 2. | Company contributions for 2025 were deposited to Ms. Miller’s Deferred Compensation Plan in February 2026 and were included in the “All Other Compensation” column in the “Summary Compensation Table” on page 52. |
Non-Qualified Deferred Compensation
| 2026 PROXY STATEMENT | 61 |
Potential Payments Upon
Potential Payments Upon
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.
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 2025, which was January 3, 2026. 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 $18.21 of Wolverine Worldwide’s common stock on January 2, 2026, the last business day in fiscal year 2025. The value for unvested restricted stock is computed by multiplying $18.21 by the number of shares of the NEO’s restricted stock that would vest as a result of an event. Each of the hypothetical events described in the following table (the highlighted 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.
Estimated Payments on Termination or Change in Control
| Termination Event and Payment / Benefits | Hufnagel | Klimek | Kuhn | Latchana | Miller | Soriano | | Termination by Company Other Than for Cause or by Executive for Good Reason or In Lieu of Notice | $17,793,485 | — | — | — | — | $451,931(11) | | Change in Control / Termination | | | | | | | | Executive Severance Agreement(1) | $7,727,709 | $1,789,448 | $1,186,000 | $1,871,696 | $2,663,282 | $2,498,366 | | Benefits under Executive Severance Agreement(2) | $47,609 | $39,327 | $28,783 | $43,566 | $43,992 | $36,900 | | Stock Incentive Plans(3) | $5,244,479 | $926,578 | $295,439 | $387,922 | $679,245 | $1,015,449 | | Lump sum payment under the SERP(4) | $5,773,124 | — | — | — | — | — | | Death | | | | | | | | SERP(5) | $4,379,585 | — | — | — | — | — | | Pension Plan(6) | $416,337 | $232,864 | — | $181,516 | — | — | | Stock Incentive Plans(3) | $5,244,479 | $926,578 | $295,439 | $387,922 | $679,245 | $1,015,449 | | Earned Incentive Compensation(7) | $12,102,794 | $1,429,804 | $1,796,908 | $1,123,083 | $2,266,080 | $1,806,588 | | Disability | | | | | | | | SERP(8) | $3,870,744 | — | — | — | — | — | | Stock Incentive Plans(3) | $5,244,479 | $926,578 | $295,439 | $387,922 | $679,245 | $1,015,449 | | Earned Incentive Compensation(7) | $12,102,794 | $1,429,804 | $1,796,908 | $1,123,083 | $2,266,080 | $1,806,588 | | Retirement | | | | | | | | SERP(9) | $3,364,590 | — | — | — | — | — | | Pension Plan(9) | $858,894 | $512,110 | — | $376,719 | — | — | | Stock Incentive Plans(3) | $5,244,479 | $926,578 | $295,439 | $387,922 | $379,245 | $1,015,449 | | Earned Incentive Compensation(7) | $12,102,794 | $1,429,804 | $1,796,908 | $1,123,083 | $2,266,080 | $1,806,588 | | Change in Control Only | | | | | | | | Stock Incentive Plans(10) | — | — | — | — | — | — |
Estimated Payments on Termination or Change in Control
| 2026 PROXY STATEMENT | 65 |
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. 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. |
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 of two years. |
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. |
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. |
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. |
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 2025” under the heading “Pension Plans and 2025 Pension Benefits.” |
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 2025, (b) actual payout under the 2023-2025 performance cycle and (c) target performance for the 2024-2026 and 2025-2027 performance cycles. Performance units would vest on a prorated basis based on actual Company performance. |
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. |
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. |
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. |
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 ($314,788). |
Estimated Payments on Termination or Change in Control
| 2026 PROXY STATEMENT | 66 |
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 2025, our last completed fiscal year, the annual total compensation of the employee of the Company identified at median was $57,074 and the annual total compensation of the CEO, as reported in the Summary Compensation Table above was $10,854,729. Based on this information, the 2025 ratio of the annual total compensation of Mr. Hufnagel to the median of the annual total compensation of all employees was estimated to be 190 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.
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 2025 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. |
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. |
CEO Pay Ratio
| ○ | In making this determination, we annualized the compensation of all newly hired regular employees during this period. |
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. |
CEO Pay Ratio
| • | Once we identified our median employee, we combined the elements of such employee’s compensation for fiscal 2025 in accordance with the SEC’s rules, resulting in annual total compensation of $57,074. |
CEO Pay Ratio
| 2026 PROXY STATEMENT | 67 |
Pay vs. Performance
Pay vs. Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, the following information is provided about the relationship between Compensation shown on the Summary Compensation Table (SCT), Compensation Actually Paid (CAP), Total Shareholder Return (TSR), Net Income, and Non-GAAP Pre-Tax Income as the Company Selected Measure. 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., 2025), 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.
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)(d) | Non-GAAP Pre-Tax Income (in Millions)(e) | | 2025 | N/A | N/A | $10,854,729 | N/A | N/A | $6,240,366 | $2,169,435 | $1,650,878 | $65.91 | $101.72 | $101.0 | $141.0 | | 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 | $48.8 | $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 | $(38.1) | $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 |
Pay vs. Performance
| (a) NEOs included in these columns reflect the following: |
Pay vs. Performance
| Year | CEO (or Principal Executive Officer) | Non-CEO NEOs | | 2025 | Christopher Hufnagel | Amy Klimek, Susan Kuhn, David Latchana, Taryn Miller, Isabel Soriano | | 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 |
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 2025. |
Pay vs. Performance
| | CEO | NEO Average | | | Hufnagel (2025) | 2025 | | Summary Compensation Table Total | $10,854,729 | $2,169,435 | | Less: Reported Fair Value of Equity Awards(1) | $5,800,023 | $685,028 | | Add: Year-End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year(2) | $5,165,182 | $603,207 | | 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) | $828,094 | $(93,063) | | Add: Year Over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years(2) | $(4,260,721) | $(352,941) | | Less: Fair Value at the End of Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year(2) | $— | $— | | Add: Value of Dividends or Other Earnings Paid on Stock or Option Awards Not Otherwise Reflected in Fair Value or Total Compensation | $174,676 | $18,277 | | Less: Change in Pension Value Reported in the Summary Compensation Table | $1,131,678 | $19,145 | | Add: Pension Service Cost for Services Rendered During the Year | $410,107 | $10,136 | | Compensation Actually Paid | $6,240,366 | $1,650,878 |
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. |
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 the fiscal year, and as of each vesting date, during the year 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. |
Pay vs. Performance
| 2026 PROXY STATEMENT | 68 |
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). |
Pay vs. Performance
| (d) Refer to Note 1 in the 2025 Annual Report for additional information regarding the change in accounting principle applied retrospectively to fiscal years 2024 and 2023. |
Pay vs. Performance
| (e) 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. |
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 1/2/2021.
Compensation Actually Paid versus Total Shareholder Return
| 2026 PROXY STATEMENT | 69 |
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.
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.
Compensation Actually Paid versus Non-GAAP Pre-Tax Income
| 2026 PROXY STATEMENT | 70 |