DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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14a-101)

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LOGO

April 6, 2023

Dear Fellow Shareholders,

Carter’s is the largest branded marketer of young children’s apparel in North America, with the leading share of a $34 billion apparel market focused on newborn to 10-year old children. Over the past 100 years, we believe Carter’s has provided multiple generations of families with a strong value proposition in our product offerings, including baby apparel, sleepwear, playwear, and related accessories.

We own two of the most highly recognized and trusted brand names in the children’s apparel market, Carter’s and OshKosh B’gosh. We also own Little Planet, our new and innovative product offering comprised of organic fabrics and recycled materials, and Skip Hop, a leading young children’s lifestyle brand.

Since its founding in 1865, Carter’s has built a unique multi-channel and global business model, which includes retail stores, eCommerce, and wholesale distribution capabilities. We believe no other company in the world has our scope of distribution and success in branded children’s apparel.

2022 was another historic year for Carter’s, our third in a row. In 2020, we worked our way through a once-in-a-lifetime global pandemic and retained a higher level of profitability than most companies in our peer group. In 2021, we saw a strong recovery from the pandemic and achieved record profitability, driven by structural changes in our business. Those changes included a reduction of low-margin product choices, closure of less productive stores, and improved inventory management and pricing capabilities. In 2021, Carter’s also benefitted from unprecedented U.S. government stimulus that supported families with young children. In 2022, a 41-year high in inflation drove a surge in gas and food prices, slowed the global economy and demand for our brands.

When the year began, we expected 2022 would be a continuation of the strong post-pandemic recovery that we experienced in 2021, as consumers emerged from COVID isolation, had access to vaccines and began to reconnect with family and friends. The year got off to a good start as we saw high single-digit growth in our comparable U.S. Retail sales through February.

By the spring of 2022, it became clear that inflation was not transitory. U.S. inflation peaked at over 9% in June and continued to weigh on consumers in the balance of the year. Our sales in 2022 declined 8%. We believe it’s fair to say that historic inflation weighed on families with young children by at least 8%.

STRATEGIC PRIORITIES

Prior to the pandemic, Carter’s achieved 31 consecutive years of sales growth. Assuming continued moderation in inflation, improved consumer confidence, and growth in the economy, we are forecasting a return to growth in sales and profitability beginning in 2024.

Our growth strategies are focused on four key priorities:

Lead in eCommerce

Carter’s is the best-selling young children’s apparel brand online in North America. We have unparalleled relationships with leading eCommerce retailers of young children’s apparel, including Amazon, Target, Walmart, Kohl’s, and Macy’s. Together with our wholesale customers, global online retail sales of our brands last year exceeded $1.2 billion.

eCommerce continued to be one of our highest margin businesses in 2022. It contributed 37% of our total U.S. Retail sales. We plan to continue investing in eCommerce and omni-channel capabilities to provide a market-leading and convenient online shopping experience for consumers.

Carter’s is also the largest specialty retail store chain focused on young children’s apparel in North America. Our stores provide convenience for consumers, enabling same-day and curbside pick up of online purchases.

Win in Baby

Carter’s is the best selling brand in the newborn apparel market (ages newborn to 12 months) in the United States, with over five times the market share of the next largest brand. Baby apparel (ages newborn to 24 months) represents over 50% of our total apparel sales. It continued to be our strongest performing product offering last year.

Demographic trends in the United States are favorable. With a peak population of women and men in their late 20s and early 30s, and a nearly 40-year high in weddings last year, the favorable trend in births in recent years may continue in the years ahead. We believe the strength of our brands, product innovation, customer acquisition strategies, and broad market distribution position us well for growth in the baby apparel market.

Age Up

Consumers trust Carter’s for their baby apparel purchases. As their children grow, many parents continue shopping with us and appreciate the strong value our product offerings provide in those early years of life. Carter’s has the leading market share in toddler apparel (ages three and four) and leading share of apparel for five to seven-year-old children. The market for children ages five to 10 years old is larger than the baby and toddler apparel markets combined.

The total addressable apparel market for newborn to 10-year-old children in the United States is over $29 billion. The market is highly fragmented. Over 30% of the market is comprised of brands with less than 1% share. Carter’s share of the market is 70% larger than our nearest competitor.

With the successful extension in the scope and strength of our product offerings, together with our global sourcing and distribution capabilities, we believe we will gain additional share of the young children’s apparel market in the years ahead.

Expand Globally

We have the largest share of the children’s apparel market in Canada, with twice the share of our nearest competitor. In recent years, we have strengthened our leading position in this market by investing in omni-channel capabilities, including same-day and curbside pickup of online purchases, and inventory management and eCommerce capabilities.

In Mexico, we are executing the same strategy that served us well in the United States and Canada by building retail store, eCommerce, and wholesale distribution capabilities. We plan to continue opening co-branded stores with the very best of our Carter’s, OshKosh, and Skip Hop brands and converting our legacy, smaller stores in Mexico to this more productive and profitable model.

Our global distribution capabilities are further strengthened through our relationships with multi-national retailers, including Amazon, Walmart, and Costco and other wholesale partners in over 90 countries.

THE PATH FORWARD

We expect that our growth in the years ahead will be driven by new store openings. Nearly 70% of children’s apparel is purchased in stores. Stores are our highest source of new customer acquisition.

Given our progress with improved price realization, more attractive store opening opportunities in the United States are now available to us. As our competitors downsize given challenges in their businesses, we plan to capture those new market opportunities with what we believe are highly productive specialty stores that provide the best value and experience in young children’s apparel.

We believe our stores enable the success of our eCommerce business. In 2022, 35% of our online transactions were supported by our stores. These are margin accretive transactions and they drive traffic to our stores. In the years ahead, we expect our stores will support a higher percentage of our online transactions. As we grow our physical brand experience, we expect to extend the reach of our brands in new markets and further improve the convenience of shopping in our stores and online.

In the years ahead, we believe our growth in sales will also be driven by our exclusive brands which are sold through some of the most successful retailers in the world - Target, Walmart and Amazon. We believe our exclusive brands are traffic drivers to these retailers and provide product offerings which are complementary to their private label brands.

Last year, our marketing and sales teams worked collaboratively with Target and Walmart to refresh our branding in their stores and on target.com and walmart.com. Every week, over 100 million people shop in Target and Walmart stores. We expect that consumers shopping for young children’s apparel will now see a stronger presentation of our Carter’s brand in those stores in the years ahead.

In international markets, we expect our growth will be driven through new omni-channel capabilities in Canada and Mexico, expansion through our wholesale partner Riachuelo in Brazil, and growth with other wholesale customers.

We expect that our profitability in the years ahead will be driven by a higher mix of omni-channel sales, a better mix of higher margin stores, and a greater concentration of our wholesale business with fewer, stronger and growing retailers. We expect our profitability will also be driven by improved pricing and inventory management capabilities, favorable trends in product costs and ocean freight rates, more effective brand marketing, and continued return of capital through share repurchases.

Over the past 10 years, we distributed nearly $3 billion of excess capital through dividends and share repurchases, which represented over 100% of our free cash flow during that time period. We made good progress with our return of capital initiatives last year, including $300 million in share repurchases. We plan to continue distributing excess capital to our shareholders in the years ahead.

BEST IN CLASS

We believe Carter’s is the best in class in young children’s apparel. Our Carter’s brand is sold in over 20,000 points of distribution globally and on the most successful websites for young children’s apparel.

Carter’s is a market leader. No other company in young children’s apparel has the scope of product offerings, depth of relationships with the winning retailers and a long track record of success, serving the needs of multiple generations of consumers. We believe we have weathered historic market disruptions in recent years better than most, and we are well positioned to benefit from the market recovery in the years ahead.

I want to thank our employees throughout the world who enabled a stronger-than-planned finish to 2022 and for their passion and commitment to our brands and the success of our Company.

On behalf of our employees, board of directors, and leadership team, thank you for your investment in Carter’s.

Sincerely,

Michael D. Casey

Chairman and Chief Executive Officer

LOGO

3438 Peachtree Road NE

Suite 1800

Atlanta, Georgia 30326

2023 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Notice is hereby given that the 2023 Annual Meeting of Shareholders of Carter’s, Inc. (the “Annual Meeting”) will be held at 1:00 p.m. Eastern Time on May 17, 2023.

The Annual Meeting will be held in a virtual meeting format via live webcast that will provide shareholders with the ability to participate in the meeting, vote their shares, and ask questions. We believe a virtual Annual Meeting will enable increased shareholder participation from locations around the world, and maintain a lower cost to our shareholders, the Company, and the environment, as compared to an in-person meeting. You will not be able to attend the Annual Meeting physically in person.

The business matters for the Annual Meeting are as follows:

Election of the 11 nominated directors;

Advisory approval of compensation for our named executive officers for 2022 (the “say-on-pay” vote);

An advisory vote on the frequency of holding the say-on-pay vote in the future (the “say-on-frequency” vote);

Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal 2023; and

Any other business that may properly come before the meeting.

Only shareholders of record and beneficial owners of shares of our common stock as of the close of business on March 20, 2023, the record date, may attend and participate virtually in the Annual Meeting, including voting and asking questions.

In order to attend the Annual Meeting virtually, you must register at www.proxydocs.com/CRI. Upon completing your registration, you will receive further instructions via email, including a unique link that will allow you access to the Annual Meeting and to vote and submit questions during the Annual Meeting.

As part of the registration process, you must enter the control number located on your proxy card or voting instruction form. If you are a beneficial owner of shares registered in the name of a broker, bank or other nominee, you will also need to provide the registered name on your account and the name of your broker, bank or other nominee as part of the registration process.

On the day of the Annual Meeting, May 17, 2023, shareholders may begin to login to the meeting fifteen minutes prior to the meeting, which will begin promptly at 1:00 p.m., Eastern Time.

Shareholders of record at the close of business on March 20, 2023 are entitled to receive notice of, attend (virtually), and vote at the Annual Meeting. Your vote is very important. Whether or not you plan to attend the Annual Meeting, to ensure that your shares are represented, please submit your voting instructions over the internet, by telephone, by completing, signing, dating, and returning your proxy card in the enclosed envelope, or by following the instructions you have received from your broker or other nominee.

The Board of Directors recommends that you vote in accordance with each of its recommendations regarding the proposals listed above as described in the attached proxy statement.

By order of the Board of Directors,

LOGO

Antonio D. Robinson

Senior Vice President, General Counsel, Secretary,

Corporate Social Responsibility & Chief Compliance Officer

Atlanta, Georgia

April 6, 2023

Important notice regarding the availability of proxy materials for the

2023 Annual Meeting of Shareholders of Carter’s, Inc. to be held on May 17, 2023:

The proxy materials and the Annual Report to Shareholders are available at

http://www.carters.com/annuals

TABLE OF CONTENTS



	1			BOARD OF DIRECTORS AND CORPORATE GOVERNANCE INFORMATION

	1			Board of Directors

	6			Board Leadership Structure

	7			Director Independence

	7			Board and Committee Evaluations

	7			Board Refreshment

	8			Retirement Policy

	8			Board and Annual Meetings

	8			Executive Sessions

	8			Board Committees

	9			Audit Committee

	10			Compensation and Human Capital Committee

	11			Nominating and Corporate Governance Committee

	11			Consideration of Director Nominees

	12			Shareholder Communication with Directors

	12			Risk Oversight

	13			Corporate Governance Principles and Code of Ethics

	14			PROPOSAL NUMBER ONE – ELECTION OF DIRECTORS

	15			COMPENSATION OF DIRECTORS

	17			EXECUTIVE OFFICERS’ BIOGRAPHICAL INFORMATION AND EXPERIENCE

	19			COMPENSATION DISCUSSION AND ANALYSIS

	19			Overview

	19			Overview of Executive Compensation Decisions for Fiscal 2022

	19			2022 Company Performance Highlights

	20			Executive Compensation Highlights for Fiscal 2022

	20			Compensation Governance

	21			Compensation Philosophy

	21			Compensation Structure and Determination

	22			Base Salary

	22			Annual Cash Incentive Compensation

	22			Long-Term Equity Incentive Compensation

	23			Role of the Compensation and Human Capital Committee, Independent Consultant and Management

	23			Peer Group Analysis and Retail Survey

	24			Say-on-Pay Results

	24			2022 Total Direct Compensation

	24			2022 Base Salary
	25			2022 Annual Cash Incentive Compensation
	25			2022 Annual Cash Incentive Compensation —Performance Metrics

	26			2022 Long-Term Equity Incentive Compensation



	27			Stock Ownership Guidelines and Equity Retention Policy

	27			401(k) Plan

	27			Perquisites and Other Benefits

	27			Accounting and Tax Considerations

	28			Clawback and Hedging Policies

	28			Severance Agreements with NEOs

	30			COMPENSATION AND HUMAN CAPITAL COMMITTEE REPORT

	31			FISCAL 2022 SUMMARY COMPENSATION TABLE

	33			FISCAL 2022 GRANTS OF PLAN-BASED AWARDS

	34			OUTSTANDING EQUITY AWARDS AT FISCAL 2022 YEAR-END

	36			OPTION EXERCISES AND STOCK VESTED IN FISCAL 2022

	36			NONQUALIFIED DEFERRED COMPENSATION

	37			Potential Payments Upon Termination or Change of Control

	38			PAY RATIO DISCLOSURE

	39			Methodology to Identify our Median Employee

	40			PAY VERSUS PERFORMANCE DISCLOSURE

	44			TRANSACTIONS WITH RELATED PERSONS, PROMOTERS, AND CERTAIN CONTROL PERSONS

	45			SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS, AND EXECUTIVE OFFICERS

	46			DELINQUENT SECTION 16 REPORTS

	47			PROPOSAL NUMBER TWO – ADVISORY VOTE ON APPROVAL OF EXECUTIVE COMPENSATION

	48			PROPOSAL NUMBER THREE – ADVISORY VOTE ON THE FREQUENCY OF AN ADVISORY VOTE ON EXECUTIVE COMPENSATION

	49			AUDIT COMMITTEE REPORT

	50			PROPOSAL NUMBER FOUR – RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

	51			OTHER MATTERS

	52			GENERAL INFORMATION ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING



		2023 Proxy Statement

TABLE OF CONTENTS

FORWARD-LOOKING STATEMENTS

This Proxy Statement contains certain forward-looking statements within the meaning of the federal securities laws relating to our future performance, including statements with respect to the Company’s plans to distribute excess capital to investors, the Company’s future outlook, financial results and sales growth, operational challenges, liquidity, strategy, financings, and investments. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Forward-looking statements can also be identified by words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” and similar terms. These forward-looking statements are based upon our current expectations and assumptions and are subject to various risks and uncertainties that could cause actual results to differ materially from those contemplated in such forward-looking statements including, but not limited to, those discussed in the subsection entitled “Risk Factors” under Part I, Item 1A of the Company’s Annual Report on Form 10-K and the following: the effects of the COVID-19 pandemic and macroeconomic factors, including inflationary pressures; financial difficulties for one or more of our major customers; an overall decrease in consumer spending; our products not being accepted in the marketplace; increased competition in the market place; diminished value of our brands; the failure to protect our intellectual property; the failure to comply with applicable quality standards or regulations; pending and threatened lawsuits; a breach of our or our third-party vendor information technology systems; increased margin pressures, including increased cost of materials and labor; our foreign sourcing arrangements; disruptions in our supply chain, including increased transportation and freight costs; our ability to continue to distribute excess capital to our shareholders; our ability to source sustainable materials; the management and expansion of our business domestically and internationally; our ability to achieve our business strategies, including our goals of leading in eCommerce, growing in the baby apparel market, and capturing more market share in older age groups; the acquisition and integration of other brands and businesses; and changes in our tax obligations, including additional customs, duties or tariffs. Actual results, events, and performance may differ significantly from the results discussed in the forward-looking statements. Readers of this Proxy Statement are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Except for any ongoing obligations to disclose material information as required by federal securities laws, the Company does not have any intention or obligation to update forward-looking statements after the filing of this Proxy Statement.

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE INFORMATION

BOARD OF DIRECTORS

Each of our directors stands for election annually and thereafter holds office for a one-year term. We are asking our shareholders to elect 11 proposed nominees set forth below at the Annual Meeting.

Bruce Cleverly is not seeking re-election pursuant to our Retirement Policy. The Company is grateful to Mr. Cleverly for his many years of service to Carter’s.

Previously, we disclosed our plan to focus on Board candidates with diverse backgrounds. Assuming all of the Company’s nominees are elected at the Annual Meeting, four of our 11 directors will be female and two have self-identified as ethnically or racially diverse. Going forward, the Board plans to continue our focus on candidates with diverse backgrounds, including gender, race and ethnicity. Please see “—Retirement Policy” below for additional information regarding planned Board transition and “—Consideration of Director Nominees” for more information on the Nominating and Corporate Governance Committee’s philosophy and commitment to including in each search candidates who reflect diverse backgrounds.

The Board believes that each director and candidate nominated for election has valuable skills and experiences that, taken together, provide the Company with the variety and depth of knowledge, judgment, and strategic vision necessary to provide effective oversight of the Company’s business operations. Our directors have extensive experience, both domestically and internationally, in different fields, including apparel and retail, consumer products, brand marketing, human capital management, technology, cyber and data security, global sourcing, sustainability, risk management, finance, accounting, and strategy.

The Board also believes that, as indicated in the following biographies, each director has demonstrated significant leadership in positions such as chief executive officer, chief financial officer, division president, and other senior executive positions. In addition, many of our directors have significant experience in the oversight of public companies due to their service as directors of Carter’s and other companies.

ROCHESTER (ROCK) ANDERSON, JR.

Independent

Director since 2022

Age: 61

Committee:

• Compensation and Human Capital

Rochester (Rock) Anderson, Jr. has over 30 years of human resources and operational experience at various public and private corporations, including more than 15 years of experience leading human resource organizations and more than 15 years of operational experience with public and private corporations and non-profit organizations. Mr. Anderson is currently Group Chief Human Resources Officer, Emory Healthcare, where he joined in September 2022. Previously, from February 2020 to September 2022, Mr. Anderson served as Chief Human Resources Officer of AutoNation, Inc., the nation’s largest automobile dealer with over 21,000 associates, working in over 400 locations across 18 states. Mr. Anderson previously served as Senior Vice President, People Solutions for the Financial Industry Regulatory Authority, from May 2019 to February 2020, and served from 2006 to 2018 in various human resource focused and operational roles at Cox Automotive Inc. including serving as Chief Human Resources Officer and Executive Vice President from 2014 to 2018. Mr. Anderson’s experience focuses on human capital management, career development and training, operational management, and diversity and inclusion.

Director Qualifications:

✓ brings to the Board significant human capital management, organizational improvement, compensation and benefits, and executive management experience

✓ brings valuable insights into workforce dynamics, diversity, equity and inclusion, and executive development

✓ brings substantial operational experience in retail and consumer-focused businesses



		2023 Proxy Statement		1

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE INFORMATION

JEFFREY H. BLACK

Independent

Director Since 2022

Age: 68

Committee:

• Audit

Other Public Company Directorships:

• Otis Worldwide Corp. since 2020 (Chair, Audit Committee; Member, Nominations and Governance Committee)

Jeffrey H. Black served as Senior Partner and Vice Chairman of Deloitte LLP from 2002 to 2016 and as Partner-in-Charge of Arthur Andersen LLP’s Metro New York audit practice from 1988 to 2002. Mr. Black has 40 years of experience leading teams serving those firms’ largest and most complex global clients.

Director Qualifications:

✓ brings to the Board significant accounting, financial reporting, and executive leadership experience, as well as valuable insights into risk and crisis management and oversight of publicly-traded, global businesses

✓ brings experience in cyber and information governance oversight and has earned a Computer Emergency Readiness Team (“CERT”) Certificate in Cybersecurity Oversight issued by the CERT Division of the Software Engineering Institute at Carnegie Mellon University, as well as the National Association of Corporate Directors Master Course in Cybersecurity

HALI BORENSTEIN

Independent

Director Since 2019

Age: 38

Committee:

• Nominating & Corporate Governance

Hali Borenstein is the Chief Executive Officer of Reformation LLC, a women’s lifestyle brand focused on fashion and sustainability, a position she has held since June 2020. From December 2017 until June 2020, Ms. Borenstein was President of Reformation LLC, and from 2014 to 2017, Ms. Borenstein held various merchandising and design roles of increasing responsibility at Reformation LLC. Prior to joining Reformation LLC, Ms. Borenstein was a senior merchandiser at Gymboree Group, Inc., and began her career at Bain & Company.

Director Qualifications:

✓ brings to the Board strategic and leadership experience in a consumer-focused retail apparel business

✓ brings to the Board valuable perspective and insight in eCommerce, brand marketing, sustainability, and retail businesses

✓ brings expertise in apparel marketing and merchandising

LUIS BORGEN

Independent

Director Since 2021

Age: 53

Committees:

• Audit

• Compensation and Human Capital

Other Public Company Directorships:

• Eastern Bankshares, Inc., since 2016

• Synopsys, Inc. since 2022

Luis Borgen was the Chief Financial Officer of athenahealth, Inc., a healthcare technology company from 2019 to 2022. Prior to that, he was Chief Financial Officer for Vistaprint, an e-commerce company that produces marketing products for small and micro businesses, from 2017 to 2019. Prior to that, he served from 2012 to 2017 as Chief Financial Officer for DAVIDsTEA Inc., a specialty tea retailer in the United States and Canada that became publicly-traded in 2015, and from 2010 to 2012 he served as Chief Financial Officer of DaVita Inc. (“DaVita”), a publicly traded healthcare provider. Prior to DaVita, Mr. Borgen spent 13 years at Staples, Inc. culminating in his role as Senior Vice President Finance and Chief Financial Officer for the U.S. Retail division. Mr. Borgen began his career as an officer of the U.S. Air Force.

Director Qualifications:

✓ brings to the Board valuable accounting, financial, and public company reporting experience

✓ brings valuable insights into executive oversight of information and data governance and security


2

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE INFORMATION

MICHAEL D. CASEY

Executive

Chairman of the Board since 2009, Director since 2008

Age: 62

Prior Public Company Directorships:

• The Fresh Market, Inc. (2015-2016)

Michael D. Casey joined the Company in 1993 as Vice President of Finance. Mr. Casey was named Senior Vice President of Finance in 1997, Senior Vice President and Chief Financial Officer in 1998, Executive Vice President and Chief Financial Officer in 2003, and Chief Executive Officer in 2008. Prior to joining the Company, Mr. Casey worked for Price Waterhouse LLP, a predecessor firm to PricewaterhouseCoopers LLP (“PwC”), from 1982 to 1993.

Director Qualifications:

✓ brings to the Board valuable perspective and insight with respect to our business, industry, challenges, and opportunities as a result of his years serving in a variety of senior executive positions at the Company

✓ represents management’s perspectives on important matters to the Board

✓ brings to the Board experience as an independent director of The Fresh Market, Inc. which provided him with additional insight into public company corporate governance matters

JEVIN S. EAGLE

Independent

Director Since 2010

Age: 56

Committee:

• Compensation & Human Capital (Chair)

Jevin S. Eagle has served as Professor of the Practice, Strategy and Innovation, and Executive Director of Social Impact Initiatives for Boston University’s Questrom School of Business since September 2022, and as Executive Director of Boston University Hillel since 2017. Mr. Eagle served as Chief Executive Officer and director of DAVIDsTEA Inc., a specialty tea retailer in the United States and Canada, from April 2012 to April 2014. Mr. Eagle previously held several senior leadership positions at Staples, Inc. from 2002 to 2012, including Executive Vice President, Merchandising and Marketing. Prior to joining Staples, Inc., Mr. Eagle worked for McKinsey & Company, Inc. from 1994 to 2001, ultimately serving as a partner in the firm’s retail practice.

Director Qualifications:

✓ brings to the Board broad experience in a number of areas as the former Chief Executive Officer and director of DAVIDsTEA Inc. and Executive Vice President, Merchandising and Marketing of Staples, Inc., including retail, management, merchandising, strategic planning, and brand marketing

✓ has experience with developing strategies and programs for teaching social impact business education, including matters relating to environmental, social, and governance (“ESG”) through his role as Professor and Executive Director of Social Impact Initiatives for Boston University’s Questrom School of Business

✓ his experience in business strategy and the retail industry provides our Board with critical insights



		2023 Proxy Statement		3

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE INFORMATION

MARK P. HIPP

Independent

Director Since 2018

Age: 61

Committees:

• Audit

• Compensation and Human Capital

Mark P. Hipp has been the co-Chief Executive Officer of H2IDD, an advisory firm focused on public and private mergers and acquisitions since January 2013. From November 2013 until April 2017, Mr. Hipp was the operating partner at Sterling Partners, a private equity firm. Prior to that, he spent over 28 years at Hewlett Packard Enterprise Company, most recently as Vice President & General Manager, HP Software and Global Networking Business Management.

Director Qualifications:

✓ brings to the Board valuable perspective and insight with respect to issues relating to information technology, including cybersecurity and eCommerce, as well as global supply chain and logistics

✓ brings to the Board experience in strategic growth transactions including through investments, strategic relationships, and mergers and acquisitions

WILLIAM J. MONTGORIS

Lead Independent Director

Director Since 2007

Age: 76

Committee:

• Nominating and Corporate Governance (Chair)

Prior Public Company Directorships:

• Stage Stores, Inc. (2004-2020, serving as Chair of Board from 2010-2020)

William J. Montgoris retired as Chief Operating Officer of The Bear Stearns Companies, Inc. (“Bear Stearns”) in 1999, a position he held since August 1993, after spending 20 years with the company. While at Bear Stearns, Mr. Montgoris also served as the company’s Chief Financial Officer from April 1987 until October 1996. Mr. Montgoris is a trustee of the Hackensack Meridian School of Medicine and a trustee emeritus of Colby College and St. John’s University.

Director Qualifications:

✓ brings to the Board valuable perspectives and insights with respect to finance and accounting after spending over 20 years in the investment banking industry. His financial expertise provides our Board a deep understanding of financial and audit-related matters

✓ brings valuable insight with respect to the retail industry and the oversight of public companies


4

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE INFORMATION

STACEY S. RAUCH

Independent

Director Since 2022

Age: 65

Committees:

• Audit

• Nominating and Corporate Governance

Other Public Company Directorships:

• Heidrick & Struggles International, Inc. since 2019

• Fiesta Restaurant Group, Inc., since 2012, and Chair of Board since 2017

Prior Public Company Directorships:

• Ascena Retail Group
(2017 to 2021)

• CEB, Inc.
(2014 to 2017)

• Land Securities Group PLC
(2012 to 2021)

• Ann, Inc.
(2011 to 2015)

Stacey S. Rauch is a Senior Partner Emeritus of McKinsey & Company (“McKinsey”). Ms. Rauch was a leader in McKinsey’s Retail and Consumer Goods Practices, served as Head of the North American Retail and Apparel Practice, and as Global Retail Practice Convener. A 24-year veteran of McKinsey, Ms. Rauch led engagements for a wide range of retailers, apparel wholesalers, and consumer goods manufacturers in the U.S. and internationally. Ms. Rauch was a co-founder of McKinsey’s New Jersey office and was the first woman at McKinsey appointed as an industry practice leader.

Director Qualifications:

✓ brings to the Board strategic leadership expertise and deep experience in international business with a significant focus on the retail, apparel, and consumer goods industries

✓ brings meaningful experience in the oversight of executive compensation, corporate governance, and financial reporting

GRETCHEN W. SCHAR

Independent

Director Since 2019

Age: 68

Committees:

• Audit (Chair)

Other Public Company Directorships:

• Cincinnati Financial Corp. since 2002

Gretchen W. Schar served as Executive Vice President and Chief Financial and Administrative Officer of Arbonne International LLC, a beauty and nutritional products company, from 2014 until 2018 and from 2008 until 2011 served as Executive Vice President and Chief Financial Officer of philosophy, inc., an international prestige beauty brand. Prior to that, Ms. Schar spent over 30 years at The Procter & Gamble Company in finance and general management roles of increasing responsibility.

Director Qualifications:

✓ brings to the Board broad experience in finance, accounting, auditing and financial reporting, capital management, and investor relations

✓ brings to the Board experience in strategic growth, including mergers and acquisitions

✓ brings to the Board significant public company board oversight experience, including in financial and accounting controls, public company reporting, and engagement with independent public accounting firms



		2023 Proxy Statement		5

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE INFORMATION

STEPHANIE P. STAHL

Independent

Director Since 2022

Age: 56

Committees:

• Compensation and Human Capital

• Nominating and Corporate Governance

Other Public Company Directorships:

• Dollar Tree, Inc. since 2018

• Newell Brands, Inc. since 2022

Prior Public Company Directorships:

• Knoll, Inc., from 2013 to 2021

Stephanie P. Stahl is a former Global Marketing & Strategy Officer of Coach, Inc. She is the Founder of her investment and advisory company Studio Pegasus LLC, which she launched in 2015 to focus on supporting early-stage consumer ventures. Ms. Stahl previously held executive positions at several leading retail and consumer products companies and served as a Partner at The Boston Consulting Group until 2003.

Director Qualifications:

✓ brings to the Board significant experience in the retail/consumer sector including experience developing, executing, and optimizing major change initiatives including fundamental business transformations, mergers and acquisitions, and post-merger integrations

✓ brings to the Board significant experience in marketing, data analytics, digital strategy, sustainability, brand building, and strategy

✓ brings meaningful experience in the oversight of corporate governance, investor engagement, and ESG

BOARD LEADERSHIP STRUCTURE

The Company’s Corporate Governance Principles provide that the positions of Chairman of the Board and Chief Executive Officer may be combined if the non-management directors determine it is in the best interest of the Company. In August 2009, the non-management directors appointed Mr. Casey as Chairman of the Board. The Board believes it is appropriate to continue to combine the positions of Chairman and Chief Executive Officer. Mr. Casey has nearly 30 years of management, finance, and administrative leadership experience at the Company. In addition, Mr. Casey has extensive knowledge of, and experience with, all other aspects of the Company’s business, including with its employees, customers, vendors, and shareholders. Having Mr. Casey serve as both Chairman and Chief Executive Officer helps promote unified leadership and direction for both the Board and management.

In connection with Mr. Casey’s appointment as Chairman, the non-management directors also created the position of Lead Independent Director (“Lead Director”). This position was created to, among other things, ensure that the non-management directors maintain proper oversight of management and Board processes. The responsibilities of the Lead Director include:

•

presiding at all meetings of the Board at which the Chairman is not present, including executive sessions of the independent directors;

•

calling additional meetings of the independent directors;

•

facilitating discussion and open dialogue among the independent directors during Board meetings, executive sessions and outside of Board meetings;

•

serving as principal liaison between the independent directors and the Chairman, without inhibiting direct communication between them;

•

communicating to the Chairman and management, as appropriate, any decisions reached, and suggestions, views or concerns expressed, by independent directors in executive sessions or outside of Board meetings;

•

providing the Chairman with feedback and counsel concerning the Chairman’s interactions with the Board;

•

working with the Chairman to develop and approve Board meeting agendas and meeting schedules;


6

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE INFORMATION

•

working with the Chairman on the appropriateness (including quality and quantity) and timeliness of information provided to the Board;

•

authorizing the retention of advisors and consultants who report directly to the Board when appropriate;

•

in consultation with the Nominating and Corporate Governance Committee, reviewing and reporting on the results of the Board performance self-evaluations;

•

at least annually, meeting individually with independent directors to discuss Board and committee performance, effectiveness and composition; and

•

if appropriate, and in coordination with management, being available for consultation and direct communication with major shareholders.

Mr. Montgoris was appointed to serve as Lead Director in May 2022.

DIRECTOR INDEPENDENCE

The New York Stock Exchange (“NYSE”) listing standards and the Company’s Corporate Governance Principles require a majority of the Company’s directors to be independent from the Company and the Company’s management. For a director to be considered independent, the Board must determine that the director has no direct or indirect material relationship with the Company. The Board considers all relevant information provided by each director regarding any relationships each director may have with the Company or management. As a result of this review, our Board has determined that all of our non-management directors (all directors other than Mr. Casey) are independent and meet the independence requirements under the listing standards of the NYSE, the rules and regulations of the SEC, and the Company’s Corporate Governance Principles.

BOARD AND COMMITTEE EVALUATIONS

The Board recognizes that a robust and constructive evaluation process is an essential component of good corporate governance and Board and committee effectiveness. Through this process, directors provide feedback and assess Board, committee and director performance, including areas where the Board believes it is functioning effectively and areas where the Board believes it can improve. The Board and the committees may, from time to time, engage outside third parties to help with this process.

In fiscal 2022, under the leadership of the Lead Director and the Chairperson of the Nominating and Corporate Governance Committee, the Nominating and Corporate Governance Committee oversaw the Board’s annual evaluation process, which focused on the Board and each of the committees, as well as individual peer-to-peer assessments. These assessments included individual interviews with each director with feedback given to each director.

BOARD REFRESHMENT

In 2022, as part of an overall strategy of the Board to continually refresh the members of the Board and the overall skills, experience, background, and diversity of the members of the Board, four new candidates were elected to our Board in connection with our 2022 annual meeting – Rochester (Rock) Anderson, Jr., Jeffrey H. Black, Stacey S. Rauch, and Stephanie P. Stahl. In executing on its Board refreshment process, and assuming all of the Company’s nominees are elected at the Annual Meeting, four of our 11 directors will be female and two have self-identified as ethnically or racially diverse, and the average tenure of our directors standing for re-election is approximately 5.5 years (versus approximately 10.1 years for directors who were serving on the Board immediately prior to the 2022 annual meeting). Going forward, the Board plans to continue to focus on candidates with diverse backgrounds, including gender, race and ethnicity.



		2023 Proxy Statement		7

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE INFORMATION

RETIREMENT POLICY

In February 2019, the Board adopted an amendment to the Company’s Corporate Governance Principles to include a retirement policy. Under this policy, each independent director’s retirement will be automatic at the annual meeting of shareholders following such director reaching the age of seventy five (75), and no person shall be eligible for nomination or election as an independent director after reaching the age of seventy five (75), subject to the following exceptions:

(a)	Mr. Cleverly will retire at the Annual Meeting to the extent he is still serving at a director at such time. Mr. Montgoris will retire at the annual meeting of shareholders following his seventy-eighth (78^th) birthday (in 2025) to the extent he is still serving as a director at such time; and

(b)

The Board may waive this policy with respect to an individual upon the recommendation of the Nominating and Corporate Governance Committee. A waiver may be granted on a case-by-case basis for any reasonable purpose including, but not limited to, the particular skills and experiences the director brings to the Board, the director’s past performance and ability to continue to constructively contribute going forward, and the then-current composition of the Board. The affected director shall not participate in any vote regarding the waiver if he or she is an incumbent director.

The Board determined that the above exceptions were appropriate in order to promote continuity of experience on the Board in the short-term by allowing Mr. Cleverly and Mr. Montgoris to serve beyond their seventy-fifth (75^th) birthdays if the Nominating and Corporate Governance Committee and the Board determine it is otherwise appropriate. More broadly, the Nominating and Corporate Governance Committee may use reasonable discretion to allow a director to serve past his or her seventy-fifth (75^th) birthday in the future.

BOARD AND ANNUAL MEETINGS

Our Corporate Governance Principles require at least four regularly scheduled Board meetings each year, and each director is expected to attend each meeting. The Board held four regularly scheduled quarterly meetings during fiscal 2022; and held six additional special meetings to discuss Board composition, including director retirements and potential new director candidates, as well as management’s progress against the Company’s annual and long-term plans.

In fiscal 2022, no director participated in less than 75% of the aggregate number of all the Board and applicable committee meetings that they were eligible to attend. Mses. Rauch and Stahl and Messrs. Anderson and Black, all of whom were elected in May 2022, attended all of the Board and their applicable committee meetings which occurred during 2022 after they joined the Board.

Although the Company does not have a policy regarding director attendance at annual meetings of shareholders, all directors are encouraged to attend the Annual Meeting. All of the directors then standing for election attended the Company’s virtual annual meeting of shareholders in fiscal 2022.

EXECUTIVE SESSIONS

Executive sessions of non-management directors are held at least four times a year. Any non-management director can request that additional executive sessions be scheduled. The Lead Director presides at the executive sessions of non-management directors.

BOARD COMMITTEES

Our Board has the following standing committees: Audit, Compensation and Human Capital, and Nominating and Corporate Governance. The charters for each committee are available in the Investor Relations section of our


8

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE INFORMATION

website at ir.carters.com or in print by contacting Mr. Robinson at the Company’s address set forth in the 2023 Notice of Annual Meeting. The Board may also establish other committees to assist in the discharge of its responsibilities.

The table below identifies, for each director standing for re-election at the Annual Meeting, the committee members and committee chairperson (as indicated by a “C”) for each of the Board’s committees as of the Record Date. The Board, with the guidance of the Nominating and Corporate Governance Committee, expects to evaluate committee compositions after the Annual Meeting and will consider each independent Board member’s experience and skills as part of this evaluation.



Director	Audit	Compensation and Human Capital	Nominating and Corporate Governance

Rochester (Rock) Anderson, Jr.		✓

Jeffrey H. Black	✓

Hali Borenstein			✓

Luis Borgen	✓	✓

Jevin S. Eagle		C

Mark P. Hipp	✓	✓

William J. Montgoris			C

Stacey S. Rauch	✓		✓

Gretchen W. Schar	C

Stephanie P. Stahl		✓	✓

Number of Fiscal 2022 Committee Meetings	8	8	7

AUDIT COMMITTEE

During fiscal 2022, the members of the Audit Committee were Mses. Schar and Rauch (who joined in May 2022), and Messrs. Black (who joined in May 2022), Borgen, and Hipp. Ms. Schar serves as chairperson. During fiscal 2022, the Audit Committee held 8 meetings.

The Audit Committee is responsible for, among other things, oversight of:

•

the quality and integrity of, and risks related to, the consolidated financial statements, including the accounting, auditing, reporting and disclosure practices of the Company;

•

the Company’s internal control over financial reporting;

•

the Company’s audit process with PwC;

•

the Company’s enterprise risk management program;

•

the Company’s related party transaction policy;

•

the independent auditor, including sole responsibility for its selection and retention and oversight of its performance, qualifications and independence;

•

the Company’s cybersecurity programs and policies, including its network security and information security practices;

•

the Company’s compliance with legal and regulatory requirements, except to the extent delegated to other Board committees; and

•

the performance of the Company’s internal audit function.



		2023 Proxy Statement		9

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE INFORMATION

The Audit Committee operates pursuant to a written charter that addresses the requirements of the NYSE listing standards. The Board has determined that each member of the Audit Committee during fiscal 2022 was, and as currently structured is, independent pursuant to applicable NYSE and SEC rules and meets the financial literacy requirements, each as set forth in the NYSE’s listing standards. The Board has also determined that each of Ms. Schar and Messrs. Black and Borgen is an “audit committee financial expert” as defined under SEC rules.

The Audit Committee Report is included in this proxy statement on page 49.

COMPENSATION AND HUMAN CAPITAL COMMITTEE

During fiscal 2022, the members of the Compensation and Human Capital Committee were Messrs. Anderson (who joined in May 2022), Borgen, Eagle, Hipp, and Ms. Stahl (who joined in May 2022). Mr. Eagle serves as chairperson. During fiscal 2022, the Compensation and Human Capital Committee held eight meetings. In addition to the four regularly scheduled meetings, additional meetings were held to discuss talent management, including succession planning.

The Compensation and Human Capital Committee is responsible for, among other things:

•

establishing the Company’s philosophy, policies, and strategies relative to executive compensation, including the mix of base salary, short-term and long-term incentive compensation, within the context of stated guidelines for compensation relative to peer companies, as determined from time to time by the Compensation and Human Capital Committee;

•

evaluating the performance of the Chief Executive Officer and other executive officers relative to approved performance goals and objectives;

•

setting the compensation of the Chief Executive Officer and other executive officers based upon the evaluation of performance, market benchmarks, and other factors;

•

assisting the Board in developing and evaluating candidates for key executive positions and ensuring succession plans are in place for the Chief Executive Officer and other executive officers;

•

evaluating compensation plans, policies, and programs with respect to executive officers, independent directors, and certain key personnel;

•

monitoring and evaluating benefit programs for the Company’s executive officers and certain key personnel;

•

reviewing and discussing with management, and recommending to the Board for inclusion in the proxy statement, proposals relating to shareholder advisory votes on executive compensation (the “say-on-pay” proposal) and on the frequency of the “say-on-pay” proposal (the “say-on-frequency” proposal); and

•

reviewing and discussing with management the Company’s Compensation Discussion and Analysis (“CD&A”) and producing an annual report on executive compensation for inclusion in the proxy statement, as applicable.

The Compensation and Human Capital Committee operates pursuant to a written charter that addresses the requirements of the NYSE’s listing standards. The Board has determined that each member of the Compensation and Human Capital Committee during fiscal 2022 was, and as currently structured is, independent as defined under NYSE and SEC rules.

This year’s Compensation and Human Capital Committee Report is included in this proxy statement on page 30.

The CD&A, which begins on page 19, discusses how the Compensation and Human Capital Committee makes compensation-related decisions regarding our Named Executive Officers (“NEOs”).


10

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE INFORMATION

Compensation and Human Capital Committee Interlocks and Insider Participation

None of the members of our Compensation and Human Capital Committee serving during fiscal 2022 has been an officer or other employee of the Company. None of our executive officers has served as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our Board.

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

During fiscal 2022, the members of the Nominating and Corporate Governance Committee were Mses. Borenstein, Rauch (who joined in May 2022), and Stahl (who joined in May 2022), and Messrs. Cleverly and Montgoris. Mr. Montgoris serves as chairperson. During fiscal 2022, the Nominating and Corporate Governance Committee held seven meetings.

The Nominating and Corporate Governance Committee is responsible for, among other things:

•

identifying and recommending candidates qualified to become Board members, including candidates with diverse backgrounds, and reviewing existing members for re-election;

•

recommending directors for appointment to Board committees;

•

developing and recommending to the Board a set of corporate governance principles, and monitoring the Company’s compliance with and effectiveness of such principles;

•

overseeing the Company’s ESG efforts, including its social compliance program; and

•

reviewing the Company’s policies related to political contributions and lobbying.

The Nominating and Corporate Governance Committee operates pursuant to a written charter that addresses the requirements of the NYSE’s listing standards. The Board has determined that each member of the Nominating and Corporate Governance Committee during fiscal 2022 was, and as currently structured is, independent as defined in the NYSE’s listing standards.

CONSIDERATION OF DIRECTOR NOMINEES

The Nominating and Corporate Governance Committee regularly assesses the appropriateness of the size of the Board. In the event that vacancies occur or are anticipated, the Nominating and Corporate Governance Committee will consider prospective nominees that come to its attention through current Board members, search firms, or other sources.

The Board believes that it is appropriate to limit the group of shareholders who can propose nominees due to time constraints on the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee will consider persons recommended by shareholders who hold more than 1% of our common stock for inclusion as nominees for election to the Board if the names of such persons are submitted to Mr. Robinson at the Company’s address set forth in the 2023 Notice of Annual Meeting. This submission must be made in writing and in accordance with our by-laws, including mailing the submission in a timely manner and maintaining share ownership at the time of the applicable annual meeting, and the submission must include the nominee’s name, address, and qualifications for Board membership.

When evaluating a potential candidate for membership on the Board, including candidates properly submitted by shareholders, the Nominating and Corporate Governance Committee considers each candidate’s skills and experience and assesses the needs of the Board and its committees at that point in time. Consistent with this philosophy, the Nominating and Corporate Governance Committee is committed to including in each search candidates who reflect diverse backgrounds, including diversity of gender, ethnicity and race, and seeks to have Board members with diverse backgrounds, experiences, and points of view. In connection with its assessment of all prospective nominees, the



		2023 Proxy Statement		11

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE INFORMATION

Nominating and Corporate Governance Committee will determine whether to interview such prospective nominees, and if warranted, one or more members of the Nominating and Corporate Governance Committee, and others as appropriate, will interview such prospective nominees in person or by telephone or virtual meeting. Once this evaluation is completed, if warranted, the Nominating and Corporate Governance Committee selects the nominees and recommends to the Board that they be nominated for election by shareholders at the annual meeting.

SHAREHOLDER COMMUNICATION WITH DIRECTORS

A shareholder or other interested party may submit a written communication to the Board, the Lead Director, or other individual non-management directors. The submission must be delivered to Mr. Robinson at the Company’s address set forth in the 2023 Notice of Annual Meeting.

The Board, the Lead Director, or other non-management directors may require the submitting shareholder to furnish such information as may be reasonably required or deemed necessary to sufficiently review and consider the submission of such shareholder.

Each submission will be forwarded, without editing or alteration, to the Board, the Lead Director, or individual non-management directors, as appropriate, at, or prior to, the next scheduled meeting of the Board. The Board or the Lead Director, as appropriate, will determine, in their sole discretion, the method by which such submission will be reviewed and considered.

RISK OVERSIGHT

The Company’s management is responsible for identifying, assessing, managing, and mitigating the Company’s strategic, financial, operational, and compliance risks. The chart below provides an overview of the Board’s and its committees’ risk oversight responsibilities.

Board of Directors

• The Board is responsible for overseeing risk management at the Company and management’s efforts in these areas.

• The Board exercises direct oversight of strategic risks to the Company and other risk areas not delegated to one of its committees.

Audit

Committee

Compensation

and Human Capital Committee

Nominating and Corporate Governance Committee

• Is responsible for overseeing:

• the processes, procedures, and capabilities of the Company’s enterprise risk management program

• risks related to the Company’s financial statements, financial reporting, and internal controls

• risks related to IT and cybersecurity

• the processes and procedures of the Company’s compliance program related to compliance with legal and regulatory requirements

• the Company’s related party transaction policy

• Is responsible for overseeing:

• risks associated with the Company’s compensation policies and practices with respect to both executive compensation and compensation generally, as well as other human capital-related risks

• compliance with legal and regulatory requirements as they relate to compensation

• risks related to reviewing the Company’s compensation policies and practices

• Is responsible for overseeing:

• compliance with legal and regulatory requirements as such requirements relate to corporate governance

• the Company’s ESG efforts, including its social compliance program

• risks related to the Company’s lobbying and other political activities


12

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE INFORMATION

The Board and its committees receive updates from senior management on relevant risks and management efforts in these areas at Board and committee meetings at least annually and more frequently, as appropriate.

Information Security Oversight

The Audit Committee provides oversight of the Company’s information security initiatives. Management reports to the Audit Committee on information security matters, generally on a quarterly basis.

Our information security initiatives are led internally by our Senior Vice President & Chief Information Officer, who reports to our Executive Vice President & Chief Financial Officer and include a comprehensive information security training and compliance program. External firms assist the Company in the independent evaluation of its information security processes.

ESG Oversight

We believe a strong management team and governance are essential to demonstrating accountability and driving our desired results when it comes to important ESG matters, including climate change, product quality and safety, workers’ rights, product design and innovation, supply chain management, and employee engagement.

The Nominating and Corporate Governance Committee provides oversight of the Company’s ESG initiatives. Management reports to the Nominating and Corporate Governance Committee on ESG matters on a quarterly basis. Our ESG initiatives are led internally by our Senior Vice President, General Counsel, Secretary, Corporate Social Responsibility & Chief Compliance Officer, who reports directly to our Chairman and Chief Executive Officer. Our Corporate Social Responsibility executive is supported by the Company’s ESG Council, which includes employees from across the Company’s business. The Company’s ESG initiatives are implemented by various departments within the Company.

More information about our ESG efforts can be found at www.carters.com/esg (the contents of which are not incorporated by reference into this proxy statement).

Compensation Program Risk Assessment

As part of its oversight role, the Compensation and Human Capital Committee considers the impact of our compensation program, policies and practices (both at the executive and below-executive levels), on the Company’s overall risk profile. Specifically, the Compensation and Human Capital Committee, with assistance from our CEO, reviews the Company’s compensation policies and practices, discusses and reviews whether the incentive compensation arrangements for the CEO promote appropriate approaches to the taking and management of risk, and, specifically, do not encourage executive officers to take unnecessary and excessive risks. We believe that our pay program provides an effective balance in cash and equity and a mix of short- and longer-term performance periods, and also allows for the Compensation and Human Capital Committee’s to approve payouts. Based on the Compensation and Human Capital Committee’s most recent review, the Compensation and Human Capital Committee determined that the risks arising from the Company’s compensation policies and practices are not reasonably likely to have a material adverse effect on the Company.

CORPORATE GOVERNANCE PRINCIPLES AND CODE OF ETHICS

The Company is committed to conducting its business with the highest level of integrity and maintaining the highest standards of corporate governance. Our Corporate Governance Principles and Code of Ethics provide the structure within which our Board and management operate the Company. The Company’s Code of Ethics applies to all directors and Company employees, including each of the Company’s executive officers. Our Corporate Governance Principles and Code of Ethics are available in the Investor Relations section of our website at ir.carters.com or in print by contacting Mr. Robinson at the Company’s address set forth in the 2023 Notice of Annual Meeting.



		2023 Proxy Statement		13

PROPOSAL NUMBER ONE — ELECTION OF DIRECTORS

The Board proposes that the following 11 director nominees be elected to the Board to serve until the next annual meeting in 2024, or until his or her earlier resignation, death, or removal. Each nominee is listed below, along with their age as of the date of the Annual Meeting. For more information about each of the director nominees, including individual biographies. Please see “Board of Directors and Corporate Governance Information—Board of Directors.”



Name	Age

Rochester (Rock) Anderson, Jr.		61

Jeffrey H. Black		69

Hali Borenstein		38

Luis Borgen		53

Michael D. Casey		62

Jevin S. Eagle		56

Mark P. Hipp		61

William J. Montgoris		76

Stacey S. Rauch		65

Gretchen W. Schar		68

Stephanie P. Stahl		56

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

VOTE REQUIRED

Pursuant to our by-laws and our Corporate Governance Principles, the number of votes properly cast “for” a director nominee must exceed the aggregate number of votes cast “against” that nominee and shares to which the holder “abstains” with respect to that nominee for that nominee to be elected. Abstentions and broker non-votes will be counted towards a quorum, and abstentions will have the practical effect of a vote “against” a director nominee. Broker non-votes are not considered shares entitled to vote in the election of directors.

Any nominee who is an existing director who does not receive a majority of votes cast “for” their election is required to tender his or her resignation for consideration by the Board. The Nominating and Corporate Governance Committee is then required to make a recommendation to the Board as to whether it should accept or reject such resignation. The Board, taking into account such recommendation, will decide whether to accept such resignation. The Board’s decision will be publicly disclosed within ninety (90) days after the results of the election are certified. A director whose resignation is under consideration shall abstain from participating in any recommendation or decision regarding his or her resignation. If the resignation is not accepted, the director will continue to serve until the next annual meeting of shareholders and until such director’s successor is elected and qualified.


14

COMPENSATION OF DIRECTORS

When they are initially appointed to the Board, each of our non-management directors receives a one-time restricted stock grant, equal to the value of the annual retainer, that cliff vests after three years. Thereafter, each of our non-management directors receives an annual cash retainer and an annual stock award, and each of our committee chairpersons and our Lead Director receives an additional annual retainer. Non-management directors also receive fees for each meeting they attend.

For fiscal 2022, each director’s annual retainer was comprised of an $85,000 cash payment and an immediately vested grant of our common stock valued at approximately $155,000. In addition to the annual retainer:

•

our Lead Director received a $40,000 cash retainer;

•

the chairperson of our Audit Committee received a $30,000 cash retainer and the chairpersons of our Compensation and Human Capital and Nominating and Corporate Governance Committees each received $25,000 cash retainers; and

•

each director received meeting fees of $2,500 for each regularly scheduled Board meeting, and $1,000 for each special meeting of the Board and regularly scheduled or special meeting of the standing Board committees.

We also reimburse directors for travel expenses incurred in connection with attending Board and committee meetings and for other expenses incurred while conducting Company business.

Mr. Casey receives no additional compensation for serving on the Board.

The following table provides information concerning the compensation of our non-management directors serving during fiscal 2022.

FISCAL 2022 DIRECTOR COMPENSATION TABLE^(a)



Name	Fees Earned or Paid in Cash ($) (b)		Stock Awards ($) (c)		Total ($)

Rochester Anderson, Jr. (d)	$	98,500	$	310,115	$	408,615

Jeffrey H. Black (d)	$	98,500	$	310,115	$	408,615

Hali Borenstein	$	109,000	$	159,763	$	268,763

Luis Borgen	$	112,000	$	155,057	$	267,057

Giuseppina Buonfantino (e)	$	8,500	$	—	$	8,500

A. Bruce Cleverly	$	110,000	$	155,057	$	265,057

Jevin S. Eagle	$	140,000	$	159,763	$	299,763

Mark P. Hipp	$	118,000	$	155,057	$	273,057

William J. Montgoris	$	179,000	$	155,057	$	334,057

David Pulver (e)	$	13,500	$	—	$	13,500

Stacey S. Rauch (d)	$	100,500	$	310,115	$	410,615

Gretchen W. Schar	$	116,000	$	155,057	$	271,057

Stephanie P. Stahl (d)	$	100,500	$	310,115	$	410,615

(a)	As a NEO and management director, Mr. Casey’s compensation information is omitted from this table and presented in the Summary Compensation Table on page 31.

(b)	This column reports the amount of cash compensation earned in fiscal 2022 through annual cash retainers and meeting fees.

(c)

On May 19, 2022, we issued 1,975 fully vested shares of common stock to each non-management director who was a member of the Board on that date with a grant date fair value of $78.51 per share, computed in accordance with FASB ASC Topic 718. Pursuant to elections made by Ms. Borenstein and Mr. Eagle, 60.5134 shares were credited to each of Ms. Borenstein and Mr. Eagle as a result of dividend payments, during fiscal 2022, with respect to dividend equivalent units held by each of Ms. Borenstein and Mr. Eagle, in accordance with and to be settled pursuant to the terms of the Company’s director deferred compensation program.



		2023 Proxy Statement		15

COMPENSATION OF DIRECTORS

(d)

Messrs. Anderson and Black and Mses. Rauch and Stahl joined the Board following the 2022 Annual Shareholders Meeting and each received a stock grant upon joining the Board, consisting of 3,950 shares of common stock with a grant date fair value of $78.51 per share. The grant consisted of 1,975 shares of restricted stock that will cliff vest on the third anniversary of the issuance, and 1,975 shares noted in footnote (c) which vested immediately upon grant as part of their annual director compensation.

(e)	Ms. Buonfantino and Mr. Pulver did not stand for election at the 2022 annual meeting.

For complete beneficial ownership information of our common stock for each director, see the information presented below the heading “Securities Ownership of Beneficial Owners, Directors, and Executive Officers” on page 45.

In November 2020, the Board approved a deferred compensation program for non-management directors, under which, beginning in 2021, directors may opt to defer cash retainer payments and stock grants in the form of deferred stock units until the fifth anniversary of the grant date or until the director leaves the Board.

Under the Company’s minimum ownership guidelines, no director may sell Company stock unless he or she owns shares of Company stock with a total market value in excess of five times his or her annual cash retainer, or $425,000, by the end of his or her sixth year of service on the Board. Each of our directors complied with these ownership guidelines in fiscal 2022.

There are no family relationships among any of the directors or our executive officers and none of our non-management directors performed any services for the Company other than services as directors.


16

EXECUTIVE OFFICERS’ BIOGRAPHICAL INFORMATION AND EXPERIENCE

The following table sets forth the name, age, and position of each of our executive officers as of the Annual Meeting date.



Name	Age	Position

Michael D. Casey	62	Chairman of the Board of Directors & Chief Executive Officer

Brian J. Lynch	60	President & Chief Operating Officer

Julie A. D’Emilio	56	Executive Vice President, Global Sales

Antonio D. Robinson	51	Senior Vice President, General Counsel, Secretary, Corporate Social Responsibility & Chief Compliance Officer

Jeffrey M. Jenkins	45	Executive Vice President, Global Marketing

Kendra D. Krugman	45	Executive Vice President, Retail and Chief Merchandising Officer

Benjamin L. Pivar	56	Senior Vice President & Chief Information Officer

Karen G. Smith	56	Executive Vice President, Supply Chain

Richard F. Westenberger	54	Executive Vice President & Chief Financial Officer

Jill A. Wilson	56	Senior Vice President, Human Resources & Talent Development

Michael D. Casey joined the Company in 1993 as Vice President of Finance. Mr. Casey was named Senior Vice President of Finance in 1997, Senior Vice President and Chief Financial Officer in 1998, Executive Vice President and Chief Financial Officer in 2003, and Chief Executive Officer in 2008. Mr. Casey became a director in 2008 and was named Chairman of the Board of Directors in 2009. Prior to joining the Company, Mr. Casey worked for Price Waterhouse LLP, a predecessor firm to PricewaterhouseCoopers LLP, from 1982 to 1993.

Brian J. Lynch joined the Company in 2005 as Vice President of Merchandising. Mr. Lynch was named Senior Vice President in 2008. In 2009, Mr. Lynch was named Executive Vice President and Brand Leader for Carter’s. In 2012, Mr. Lynch was named President. In 2022, he was named President and Chief Operating Officer. Prior to joining the Company, Mr. Lynch was with The Walt Disney Company from 1995 to 2005 in various merchandising, brand management, and strategy roles in the Disney Parks & Resorts division. Prior to Disney, Mr. Lynch worked for Champion, a division of Hanesbrands Inc., where he held finance, sales management, and marketing positions.

Julie A. D’Emilio joined the Company in 2006 as Vice President of Sales. Ms. D’Emilio was named Senior Vice President of Sales in 2013, and then Executive Vice President, Sales in 2016. In 2020, Ms. D’Emilio was appointed Executive Vice President, Global Sales. Prior to joining the Company, Ms. D’Emilio was with Calvin Klein Jeans, a division of The Warnaco Group, Inc., in various management positions, including Executive Vice President of Juniors’ and Girls, and Vice President of the Women’s Division. Ms. D’Emilio began her career with Liz Claiborne Inc. and also worked for London Fog Industries, Inc. and Jones Apparel Group, a predecessor of The Jones Group, Inc.

Jeffrey M. Jenkins joined the Company in 2019 as Executive Vice President, Global Marketing. From July 2017 to July 2019, Mr. Jenkins was with CKE Restaurants Holdings, Inc., the parent company of the Carl’s Jr. and Hardee’s fast food restaurant brands, serving most recently as Global Chief Digital Officer and previously as Chief Marketing Officer. From June 2015 to July 2017, Mr. Jenkins was with Whole Foods Market, Inc. as Vice President, Digital Marketing & Channel Activation and Vice President, Digital Strategy & Marketing. From 2008 to June 2015, Mr. Jenkins was with Yum! Brands, Inc. in marketing roles of increasing responsibility.

Kendra D. Krugman joined the Company in 2007 as Manager, Merchandising. Ms. Krugman was named Director, Merchandising in 2008, Vice President Sales and Merchandising, Mass Channel in 2012, Senior Vice President Carter’s Brands and Licensing in 2016, Executive Vice President, Merchandising & Design in July 2018, and Executive Vice President, Retail and Chief Merchandising Officer in March 2023. Prior to joining the Company, Ms. Krugman held positions at The Gap, Inc. and French Connection Group PLC.



		2023 Proxy Statement		17

EXECUTIVE OFFICERS’ BIOGRAPHICAL INFORMATION AND EXPERIENCE

Benjamin L. Pivar joined the Company in 2015 as Vice President Information Technology (IT) Supply Chain. Mr. Pivar was named Vice President Retail IT in 2017, Vice President & Chief Information Officer in 2018, and Senior Vice President & Chief Information Officer in 2019. Prior to joining the Company, Mr. Pivar spent 12 years at Capgemini, most recently as Senior Vice President, North America Retail Lead.

Antonio D. Robinson joined the Company in 2010 as Vice President, Associate General Counsel. Mr. Robinson was named Vice President, Deputy General Counsel & Chief Compliance Officer in 2019; Senior Vice President, Corporate Social Responsibility in 2020; and Senior Vice President, General Counsel, Secretary, Corporate Social Responsibility & Chief Compliance Officer in 2023. Prior to joining the Company, Mr. Robinson was a shareholder and attorney in private practice in the Atlanta office of Littler Mendelson P.C.

Karen G. Smith joined the Company in 2022 as Executive Vice President, Supply Chain. From 2019 to 2022, Ms. Smith was with Kontoor Brands, inc. (“Kontoor”), serving most recently as Executive Vice President of Supply Chain and previously as Vice President of Global Supply Chain Operations, a role she assumed after Kontoor’s 2019 spinoff from V.F. Corporation. From 2014 to 2019, she was with V.F. Corporation in various management positions, including Vice President, Supply Chain Operations, Americas East. Prior to V.F. Corporation, Ms. Smith worked for Jockey International in supply chain leadership roles of increasing responsibility.

Richard F. Westenberger joined the Company in 2009 as Executive Vice President & Chief Financial Officer. Mr. Westenberger’s responsibilities include management of the Company’s finance, information technology, and enterprise risk management functions. Prior to joining the Company, Mr. Westenberger served as Vice President of Corporate Finance and Treasurer of Hewitt Associates, Inc. from 2006 to 2008. From 1996 to 2006, Mr. Westenberger held various senior financial management positions at Sears Holdings Corporation and its predecessor organization, Sears, Roebuck and Co., including Senior Vice President & Chief Financial Officer of Lands’ End, Inc., Vice President of Corporate Planning & Analysis, and Vice President of Investor Relations. Prior to Sears, Mr. Westenberger was with Kraft Foods, Inc. He began his career at Price Waterhouse LLP, a predecessor firm to PwC, and is a certified public accountant.

Jill A. Wilson joined the Company in 2009 as Vice President of Human Resources. In 2010, Ms. Wilson was promoted to Senior Vice President, Human Resources & Talent Development. Ms. Wilson joined the Company after more than 20 years with The May Company and Macy’s, Inc. While at Macy’s, Ms. Wilson held various human resource positions of increasing responsibility, including Group Vice President of Human Resources. Ms. Wilson has extensive experience in a broad range of human resource disciplines including global talent management, organizational development, learning and development, compensation, benefits, talent acquisition, and merger integration.


18

COMPENSATION DISCUSSION AND ANALYSIS

OVERVIEW

This Compensation Discussion and Analysis, or CD&A, is intended to provide information regarding the Company’s executive compensation program and practices. This CD&A covers a variety of topics, including the Company’s compensation philosophy regarding executive compensation, the role of our Compensation and Human Capital Committee (also referred to in this CD&A as the Committee), in setting the compensation of our executive officers, including our NEOs, and our executive compensation decisions for fiscal 2022.

Our NEOs for fiscal 2022 were:

Michael D.

Casey,

Chairman & Chief Executive Officer;

Richard F.

Westenberger,

Executive Vice President & Chief Financial Officer;

Brian J.

Lynch,

President and Chief Operating Officer;

Kendra D. Krugman,

Executive Vice President, Retail and Chief Merchandising Officer;

Patrick Q.

Moore,

Executive Vice President, North America Retail (former executive officer).

Each of our NEOs was employed by the Company in their respective roles for all of fiscal 2022 except for Mr. Lynch. Mr. Lynch was appointed to the additional role of Chief Operating Officer in February 2022. Ms. Krugman was promoted from Executive Vice President, Merchandising and Design (a role in which she served for all of fiscal 2022) to Executive Vice President, Retail and Chief Merchandising Officer in March 2023. Mr. Moore terminated employment with the Company effective March 17, 2023.

OVERVIEW OF EXECUTIVE COMPENSATION DECISIONS FOR FISCAL 2022

This CD&A presents information regarding the Committee’s consideration of the Company’s performance in 2022 and related compensation decisions.

Decisions with respect to 2022 compensation programs were made early in 2022. In the early months of 2022, business trends were favorable. Management forecasted growth in sales and earnings, building on the strong recovery in consumer demand and record earnings achieved in 2021, following the most disruptive period of the pandemic in 2020.

In the Spring of 2022, rapid inflation began to weigh on Carter’s target consumers (household income ~$75,000) and demand for children’s apparel. By June of 2022, inflation peaked at 9%, a 41-year high, which slowed the U.S. economy and demand for the Company’s product offerings in the balance of the year.

Beginning in the second quarter of 2022, many of the Company’s largest Wholesale customers reduced or cancelled the planned receipt of our product offerings to address slower than expected consumer demand and to reduce their exposure to excess inventories.

Inflation also impacted many of the Company’s costs of operation including product sourcing, labor, transportation, distribution, and marketing.

2022 COMPANY PERFORMANCE HIGHLIGHTS

•

Consolidated net sales decreased $273.7 million, or approximately 8.0% from fiscal 2021, to $3.21 billion, primarily due to macroeconomic factors, including inflationary pressures, driving lower consumer demand and the lapping of government stimulus payments that did not reoccur in fiscal 2022.

•

Average selling prices per unit increased approximately 5% compared to fiscal 2021 due to the strength of our product offerings, improved inventory management, and better price realization.

•

Consolidated gross margin remained strong at 45.8%, down 190 bps from fiscal 2021, due to improved price realization and decreased air freight, which were offset by inflationary pressures on our product and transportation costs.



		2023 Proxy Statement		19

COMPENSATION DISCUSSION AND ANALYSIS

•

Selling, general and administrative expenses as a percentage of consolidated net sales remained fairly consistent, increasing approximately 40 bps to 34.6% in fiscal 2022.

•

Consolidated operating income decreased $117.9 million, or approximately 24% from fiscal 2021, to $379.2 million. The decrease in consolidated operating income is primarily due to the factors discussed above and the recognition of a $9.0 million non-cash, pre-tax impairment charge related to the Skip Hop tradename in fiscal 2022.

•

Diluted net income per common share decreased $1.47, or approximately 19% from fiscal 2021, to $6.34, and adjusted diluted net income per common share decreased $0.97, or approximately 12%, to $6.90.

•

As a result of our strong financial position and recovery from the effects of the COVID-19 pandemic, on April 4, 2022, the Company, through its wholly-owned subsidiary, The William Carter Company (“TWCC”), redeemed its $500 million principal amount of senior notes, bearing interest at a rate of 5.5% per annum, and originally maturing on May 15, 2025, which will reduce annual cash interest expense by $27.5 million through May 2025. Additionally, on April 11, 2022, the Company, through TWCC, increased the borrowing capacity of its secured revolving credit facility from $750 million to $850 million (combined U.S. dollar and multicurrency facility borrowings), extended the maturity from September 2023 to April 2027, and reduced the number of financial maintenance covenants from two to one.

•

As a result of our strong financial position and available liquidity, we returned $417.8 million to our shareholders, comprised of $299.7 million in share repurchases and $118.1 million in cash dividends. Compared to fiscal 2021, the return of capital to our shareholders increased approximately 16%.

EXECUTIVE COMPENSATION HIGHLIGHTS FOR FISCAL 2022

The Compensation and Human Capital Committee believes that our executive compensation program is appropriately designed to attract and retain superior executive talent and to drive performance. As described more fully in this CD&A, the Committee took the following actions, among others, with respect to fiscal 2022 compensation for our NEOs:

•

reviewed the peer group used by the Committee as a source of comparative compensation data in fiscal 2022, and determined that the existing group remained appropriate with no necessary adjustments;

•

benchmarked compensation for all executive officers, including the NEOs;

•

approved new equity awards consisting of 50% time-based restricted stock vesting annually over four years and 50% performance-based restricted stock. The 2022 performance-based restricted stock utilizes:

•

two performance metrics, net sales and adjusted earnings per share, as reported to the Company’s shareholders; and

•

a three year performance award which includes three one year performance periods (fiscal years 2022, 2023, and 2024 for 2022 grants). In 2022, the Committee set target net sales and adjusted earnings per share for 2022, as well as the target growth percentages for 2023 and 2024 that are based on actual net sales and adjusted earnings per share for 2022 and 2023, respectively. In the first quarter of 2025, the Committee will determine the number of shares of performance-based stock that are earned under the 2022 performance-based restricted stock awards.

COMPENSATION GOVERNANCE

The Compensation and Human Capital Committee and the Board of Directors have established executive compensation-related policies and procedures, including those discussed below, that they believe are appropriate for the Company and its shareholders in light of the industries in which the Company operates, its business model, and its financial and operational performance.


20

COMPENSATION DISCUSSION AND ANALYSIS


What We Do:		What We Do Not Do

✓ Align Pay with Company Performance: A significant portion of our NEOs’ total direct compensation is linked to Company performance in the form of annual incentive compensation and long-term equity compensation tied to performance criteria. We reinstituted a 50%-50% mix of time-based and performance-based restricted stock for 2022 after 2021’s award of only time-based restricted stock as described more fully in our 2022 proxy statement. ✓ Retain an Independent Compensation Consultant: The Committee retains an independent consultant to advise it on executive and director compensation matters and to help analyze comparative compensation data to confirm that the design and pay levels of our compensation program are consistent with market practices. ✓ Utilize Stock Ownership Guidelines: We have minimum stock ownership guidelines for our executive officers to encourage them to maintain a meaningful equity interest in the Company in order to align their interests more closely with those of our shareholders. ✓ Utilize Equity Retention Guidelines: Our equity retention policy for executive officers requires holding periods for time-based restricted stock and time-based stock option grants. ✓ Have Double-Trigger Cash Severance Arrangements in the Event of a Change of Control: Our severance agreements with our NEOs provide for cash severance benefits to be paid if there is a qualifying termination in connection with a change of control.		û No Guaranteed Annual Salary Increases or Guaranteed Bonuses û No Re-Pricing of Stock Options û No Hedging, Pledging, or Short Sales of Company Stock û No Special Perquisites Provided to Our NEOs û No Equity Grants Below 100% Fair Market Value

COMPENSATION PHILOSOPHY

COMPENSATION STRUCTURE AND DETERMINATION

Our compensation philosophy is to set our NEOs’ total direct compensation at levels that will attract, motivate, and retain superior executive talent in a highly competitive environment. The Company’s compensation program for our NEOs is designed to support these objectives and encourage strong financial performance on an annual and long-term basis by linking a significant portion of our NEOs’ total direct compensation to Company performance in the form of annual cash incentive compensation and long-term performance stock.

The principal components of the compensation structure for our NEOs are:

•

base salary;

•

annual cash incentive compensation; and

•

long-term equity incentive compensation.

Together, the Company refers to these three components as “total direct compensation.”

General

In setting a total direct compensation target for each NEO, our Compensation and Human Capital Committee considers both the objective and subjective factors set forth below. The Committee also reviews total direct compensation, and its individual components, at the 25th, 50th, and 75th percentile levels paid to executives in similar positions at the companies in our peer group and, as needed, a broader retail survey, in order to understand where the compensation it sets falls relative to market practices. These levels are selected because



		2023 Proxy Statement		21

COMPENSATION DISCUSSION AND ANALYSIS

the Committee reviews this peer data as a reference point in determining whether the total compensation opportunity is likely to provide sufficient motivation and retention as well as whether it properly reflects the NEO’s role and scope of responsibilities.

In setting compensation of all NEOs, the Committee considered multiple objective and subjective factors, including:

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SEC Form DEF 14A filed by Carter's Inc.