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LOGO

April 4, 2024

Dear Shareholders,

It is my pleasure to invite you to attend our 2024 Annual Meeting of Shareholders on Thursday, May 16, 2024 at 1:00 P.M. Eastern Time (the “Annual Meeting”).

Our annual meeting will be held in a virtual format. The attached 2024 Notice of Annual Meeting of Shareholders and Proxy Statement describe the formal business to be conducted at the meeting.

Whether or not you plan to attend the Annual Meeting, your shares can be represented if you promptly submit your voting instructions over the internet, by telephone, by returning your proxy card in the enclosed envelope, or by following the instructions you have received from your broker or other nominee.

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

Sincerely,

Michael D. Casey

Chairman of the Board, Chief Executive Officer

& President

LOGO

2024 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

This Meeting Notice highlights information described in other parts of this 2024 Proxy Statement and does not contain all information you should consider in voting. Please read the entire 2024 Proxy Statement carefully before voting.

To our shareholders,

You are invited to attend our 2024 Annual Meeting to be held as follows in a virtual meeting format:

LOGO

ITEMS OF BUSINESS


Item	Board’s Recommendation	Voting Approval Standard	Effect of Absention	Effect of Broker Non-Vote

Election of 11 nominated directors	FOR	More votes “For” than “Against	No effect	No effect

Advisory approval of compensation of our named executive officers for 2023	FOR	More votes “For” than “Against”	No effect	No effect

Ratification of appointment of PricewaterhouseCoopers LLP as Carter’s independent registered public accounting firm for fiscal 2024	FOR	Majority of votes properly cast at the meeting	No effect	Not applicable

In addition, at the Annual Meeting we will conduct any other business that may properly come before the meeting. See Question 18 of the “Questions and Answers About the 2024 Annual Meeting” beginning on page 61 for more information.

PROXY SOLICITATION

The Board solicits the enclosed proxy for the 2024 Annual Meeting and any adjournment or postponement of the 2024 Annual Meeting. Any proxy may be revoked at any time prior to its exercise at the 2024 Annual Meeting.

VOTING

You may vote if you held shares of Carter’s common stock as of the record date (March 20, 2024). You are able to vote your shares by providing instructions to the proxy holders who will then vote in accordance with your instructions. We recommend that you read the 2024 Proxy Statement carefully and vote in accordance with the recommendations of the Board.

QUESTIONS AND ANSWERS ABOUT THE 2024 ANNUAL MEETING

We encourage you to review the section “Questions and Answers About the 2024 Annual Meeting” for answers to common questions about the virtual meeting, proxy materials, voting, and other topics.

By order of the Board of Directors,

LOGO

Antonio D. Robinson

Secretary

Approximate Date of Mailing of Proxy Materials or Notice of Internet Availability:

April 4, 2024

TABLE OF CONTENTS



	2			BOARD OF DIRECTORS AND CORPORATE GOVERNANCE INFORMATION

	3			Independent Director Skills

	5			2024 Nominees for Director

	12			Board Leadership Structure

	13			Director Independence

	13			Board and Committee Evaluations

	14			Retirement Policy

	14			Board and Annual Meetings

	14			Executive Sessions

	15			Board Committees

	18			Election Nomination Process

	18			Shareholder Communication with Directors

	19			Risk Oversight

	21			Corporate Governance Principles and Code of Ethics

	22			PROPOSAL NUMBER ONE – ELECTION OF DIRECTORS

	23			COMPENSATION OF DIRECTORS

	25			EXECUTIVE OFFICERS’ BIOGRAPHICAL INFORMATION AND EXPERIENCE

	28			COMPENSATION DISCUSSION AND ANALYSIS

	28			Overview

	28			Overview of Executive Compensation Decisions for Fiscal 2023

	28			2023 Carter’s Performance Highlights

	29			Executive Compensation Highlights for Fiscal 2023

	29			Compensation Governance

	30			Compensation Structure and Determination

	31			Base Salary

	31			Annual Cash Incentive Compensation

	31			Long-Term Equity Incentive Compensation

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

	33			Peer Group Analysis and Retail Survey

	33			Say-on-Pay Results

	33			2023 Total Direct Compensation

	34			2023 Base Salary

	34			2023 Annual Cash Incentive Compensation

	35			2023 Annual Cash Incentive Compensation —Performance Metrics

	35			2023 Long-Term Equity Incentive Compensation

	36			Stock Ownership Guidelines and Equity Retention Policy



	37			401(k) Plan

	37			Perquisites and Other Benefits

	37			Accounting and Tax Considerations

	37			Clawback and Hedging Policies

	37			Retirement of NEO and Consulting Agreement

	38			Severance Agreements with NEOs

	39			COMPENSATION & HUMAN CAPITAL COMMITTEE REPORT

	40			COMPENSATION & HUMAN CAPITAL COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

	41			FISCAL 2023 SUMMARY COMPENSATION TABLE

	43			FISCAL 2023 GRANTS OF PLAN-BASED AWARDS

	44			OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR-END

	46			OPTION EXERCISES AND STOCK VESTED IN FISCAL 2023

	46			NONQUALIFIED DEFERRED COMPENSATION

	48			POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

	50			PAY RATIO DISCLOSURE

	51			PAY VERSUS PERFORMANCE DISCLOSURE

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

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

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

	59			AUDIT COMMITTEE REPORT

	60			PROPOSAL NUMBER THREE – RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

	61			OTHER MATTERS

	62			QUESTIONS AND ANSWERS ABOUT THE 2024 ANNUAL MEETING

	69			APPENDIX



		2024 Proxy Statement

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 Carter’s plans to distribute excess capital to investors, Carter’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 Carter’s Annual Report on Form 10-K and the following: risks related to public health crises, such as those experienced during the COVID-19 pandemic; changes in global economic and financial conditions, and the resulting impact on consumer confidence and consumer spending, as well as other changes in consumer discretionary spending habits; continued inflationary pressures with respect to labor and raw materials and global supply chain constraints that have, and could continue, to affect freight, transit, and other costs; risks related to geopolitical conflict, including ongoing geopolitical challenges between the United States and China, the ongoing hostilities in Ukraine, Israel, and the Red Sea region, acts of terrorism, mass casualty events, social unrest, civil disturbance or disobedience; risks related to a shutdown of the U.S. government; financial difficulties for one or more of our major customers; an overall decrease in consumer spending, including, but not limited to, decreases in birth rates; our products not being accepted in the marketplace and our failure to manage our inventory; 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; unseasonable or extreme weather conditions; pending and threatened lawsuits; a breach of our information technology systems and the loss of personal data; increased margin pressures, including increased cost of materials and labor and our inability to successfully increase prices to offset these increased costs; our foreign sourcing arrangements; disruptions in our supply chain, including increased transportation and freight costs; the management and expansion of our business domestically and internationally; the acquisition and integration of other brands and businesses; changes in our tax obligations, including additional customs, duties or tariffs; fluctuations in foreign currency exchange rates; risks associated with corporate responsibility issues; our ability to achieve our forecasted financial results for the fiscal year; our continued ability to declare and pay a dividend and conduct share repurchases in future periods; our planned opening and closing of stores during the fiscal year. 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, Carter’s does not undertake any obligation to publicly update or revise any forward-looking statements after the filing of this Proxy Statement, whether as a result of new information, future events, or otherwise.



		2024 Proxy Statement		1

BOARD OF DIRECTORS, AND CORPORATE GOVERNANCE INFORMATION

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. The following table and charts show the committee assignments of each of our independent director nominees, information regarding the composition of Carter’s Board of Directors (the “Board”), the definition of skills used for our Board skills matrix, the Board skills matrix, and a chart showing the skills and experience held by the Board.



Director	Audit	Compensation & Human Capital	Nominating & Corporate Governance

Rochester 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		●	●

C = Chair ● = Member


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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE INFORMATION

INDEPENDENT DIRECTOR SKILLS

The Board believes that the combination of backgrounds, skills, and experiences collectively possessed by the members of the Board makes the Board well-qualified to exercise oversight responsibilities on behalf of our shareholders in light of Carter’s current and anticipated strategic plans. The following tables describe the key skills and definitions of those skills, a breakdown of the number of directors that hold each skill, and the self-identified skills for each independent member of our Board nominated for election at the 2024 Annual Meeting. We use the general Board membership criteria listed in our Corporate Governance Principles, along with the desired skills and qualifications listed in the following tables, to identify, screen, and recruit director candidates and make director nomination recommendations to the full Board.



Skill		Definitions

Senior Leadership		Experience in an executive officer role
Governance		Public company board experience, including more than three years on Carter’s board
Retail Industry Experience		Executive officer level experience or service on the board of directors at a retail and/or consumer products company
Consumer Strategy		Executive officer level experience in marketing, brand management, consumer insights, and brand strategy, or service on the board of directors of a retail or consumer products company
Digital / Technology		Executive officer experience with technology, digital platforms and new media, data security, and data analytics, or service on the board of directors of a digital platforms, digital media, data security, or data analytics company
Financial Expertise		Expertise with financial reporting, accounting, risk management, and capital allocation. Qualifies as an audit committee financial expert
HR and Talent Management		Executive or board level experience in managing large workforce and/or experience with executive compensation, employee engagement, and CEO succession
ESG		Executive officer or board level experience with relevant environmental, social, and governance (“ESG”) matters
International Expansion		Executive officer or board level experience in managing business operations and growth in global markets
Global Supply Chain		Executive officer or board level experience with a company with global supply chain operations



		2024 Proxy Statement		3

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE INFORMATION

LOGO


4

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE INFORMATION

2024 NOMINEES FOR DIRECTOR

After considering the recommendations of the Nominating & Corporate Governance Committee, the Board has set the number of directors at 11 and nominated all current directors to stand for re-election. The Board believes that each of these nominees is qualified to serve as a director of Carter’s and, in addition to the skills listed in the table on page 3, certain key qualifications of each nominee that were considered by the Board follow each nominee’s biographical description.

We believe that all nominees will be able and willing to serve if elected. However, if any nominee should become unable or unwilling to serve for any reason, proxies may be voted for another person nominated as a substitute by the Board, or the Board may reduce the number of directors.

LOGO

ROCHESTER ANDERSON, JR.

Independent Director since 2022

Age: 62

Committee:

• Compensation & Human Capital

Rochester Anderson, Jr. has over 30 years of human resources and operational experience at various public and private corporations, including more than 15 years of experience leading human resource organizations and more than 15 years of operational experience with public and private corporations and non-profit organizations. Mr. Anderson is currently Chief Human Resources Officer, Emory Healthcare, which he joined in September 2022. Previously, from February 2020 to September 2022, Mr. Anderson served as Chief Human Resources Officer of AutoNation, Inc., a publicly-traded company and the nation’s largest automobile dealer with over 21,000 associates, working in over 400 locations across 18 states.

Mr. Anderson previously served as Senior Vice President, People Solutions for the Financial Industry Regulatory Authority, from May 2019 to February 2020, and served from 2006 to 2018 in various human resource focused and operational roles at Cox Automotive Inc., including serving as Chief Human Resources Officer and Executive Vice President from 2014 to 2018. Mr. Anderson’s experience focuses on human capital management, career development and training, operational management, and diversity and inclusion.

Director Qualifications:

✓ Significant human capital management, organizational improvement, compensation and benefits, and executive management experience

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

✓ Substantial operational experience in retail and consumer-focused businesses



		2024 Proxy Statement		5

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE INFORMATION

LOGO

JEFFREY H. BLACK

Independent Director since 2022

Age: 69

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:

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

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

LOGO

HALI BORENSTEIN

Independent Director since 2019

Age: 39

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:

✓ Deep strategic and leadership experience in a consumer-focused retail apparel business

✓ Valuable perspective and insight in eCommerce, brand marketing, sustainability, and retail businesses

✓ Expansive expertise in apparel marketing and merchandising


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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE INFORMATION

LOGO

LUIS BORGEN

Independent Director since 2021

Age: 54

Committees:

• Audit

• Compensation & Human Capital

Other Public Company Directorships:

• Eastern Bankshares, Inc., since 2016

• Synopsys, Inc., since 2022

Luis Borgen has over 25 years of finance and operational experience at various public and private equity-backed companies. He was the Chief Financial Officer of athenahealth, Inc., a healthcare technology company from 2019 to 2022. Prior to that, he was Chief Financial Officer for Vistaprint, an e-commerce company that produces marketing products for small 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, and from 2010 to 2012 he served as Chief Financial Officer of DaVita Inc. (“DaVita”), a healthcare services provider. Prior to DaVita, Mr. Borgen spent 13 years at Staples, Inc. culminating in his role as Senior Vice President Finance and Chief Financial Officer for the U.S. Retail division. Mr. Borgen began his career as an officer in the U.S. Air Force.

Director Qualifications:

✓ Broad experience in finance, accounting, capital markets, investor relations, M&A and international expansion

✓ Meaningful experience in the oversight of executive compensation, risk management, and corporate governance

✓ Substantial operational experience in retail and consumer-focused businesses

LOGO

MICHAEL D. CASEY

Chairman, Chief Executive Officer & President

Chairman of the Board since 2009, Director since 2008

Age: 63

Michael D. Casey joined Carter’s 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 Carter’s, Mr. Casey worked for Price Waterhouse LLP, a predecessor firm to PricewaterhouseCoopers LLP (“PwC”), from 1982 to 1993.

Director Qualifications:

✓ 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 Carter’s

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

✓ Experience as a former director of The Fresh Market, Inc. and National Vision Holdings, Inc., which provided him with additional insight into public company corporate governance matters



		2024 Proxy Statement		7

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE INFORMATION

LOGO

JEVIN S. EAGLE

Independent Director since 2010

Age: 57

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 Chief Executive Officer 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:

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

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

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

LOGO

MARK P. HIPP

Independent Director since 2018

Age: 62

Committees:

• Audit

• Compensation & Human Capital

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

Director Qualifications:

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

✓ Meaningful experience in strategic growth transactions including through investments, strategic relationships, and mergers and acquisitions


8

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE INFORMATION

LOGO

WILLIAM J. MONTGORIS

Lead Independent Director

Director Since 2007

Age: 77

Committee:

• Nominating & Corporate Governance (Chair)

Prior Public Company Directorships:

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

✓ 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

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



		2024 Proxy Statement		9

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE INFORMATION

LOGO

STACEY S. RAUCH

Independent Director since 2022

Age: 66

Committees:

• Audit

• Nominating & Corporate Governance

Other Public Company Directorships:

• Heidrick & Struggles International, Inc. since 2019

Prior Public Company Directorships:

• Ascena Retail Group (2017 to 2021)

• Land Securities Group PLC (2012 to 2021)

• Fiesta Restaurant Group, Inc. (2012 to 2023) (Chair from 2017 to 2023)

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

Director Qualifications:

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

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


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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE INFORMATION

LOGO

GRETCHEN W. SCHAR

Independent Director since 2019

Age: 69

Committee:

• 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 2011 until 2018 and from 2008 until 2011 served as Executive Vice President and Chief Financial Officer of philosophy, inc., an international prestige beauty brand. Prior to that, Ms. Schar spent over 30 years at The Procter & Gamble Company in finance and general management and global operations roles of increasing responsibility.

Director Qualifications:

✓ Broad experience in finance, accounting, auditing and financial reporting, capital management, investor relations, and global operations

✓ Meaningful experience with strategic growth, including mergers and acquisitions

✓ Significant public company board oversight experience, including in financial and accounting controls, public company reporting, engagement with independent public accounting firms, corporate governance, and executive compensation



		2024 Proxy Statement		11

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE INFORMATION

LOGO

STEPHANIE P. STAHL

Independent Director since 2022

Age: 57

Committees:

• Compensation & Human Capital

• Nominating & Corporate Governance

Other Public Company Directorships:

• Dollar Tree, Inc., since 2018

• Newell Brands, Inc., since 2022

Prior Public Company Directorships:

• Knoll, Inc. (2013 to 2021)

Stephanie P. Stahl is a former Global Marketing & Strategy Officer of Coach, Inc., where she served from 2012-2015. She is the Founder of her investment and advisory company Studio Pegasus LLC, which she launched in 2015 to focus on supporting early-stage consumer ventures. Ms. Stahl previously held executive positions at several leading retail and consumer products companies and served as a Partner at The Boston Consulting Group until 2003.

Director Qualifications:

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

✓ Deep experience in marketing, data analytics, digital strategy, sustainability, brand building, and strategy

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

BOARD LEADERSHIP STRUCTURE

Carter’s Corporate Governance Principles provide that the positions of Chairman and Chief Executive Officer may be combined if the non-management directors determine it is in the best interest of Carter’s. In August 2009, the independent directors appointed Mr. Casey as Chairman. The Board believes it is appropriate to continue to combine the positions of Chairman and Chief Executive Officer. Mr. Casey has over 30 years of management, finance, and administrative leadership experience at Carter’s. In addition, Mr. Casey has extensive knowledge of, and experience with, all other aspects of Carter’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 independent directors also created the position of Lead Independent Director (“Lead Director”). This position was created to, among other things, ensure that the independent 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;


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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE INFORMATION

•

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;

•

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 & 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 Carter’s Corporate Governance Principles require a majority of Carter’s directors to be independent from Carter’s and Carter’s management. For a director to be considered independent, the Board must determine that the director has no direct or indirect material relationship with Carter’s. The Board considers all relevant information provided by each director regarding any relationships each director may have with Carter’s 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 U.S. Securities and Exchange Commission (the “SEC”), and Carter’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 2023, under the leadership of the Lead Director, the Nominating & 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 were facilitated by a third party and included individual interviews with each director with feedback given to each director.



		2024 Proxy Statement		13

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE INFORMATION

RETIREMENT POLICY

Our Corporate Governance Principles include a retirement policy providing that 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. Montgoris will retire at the annual meeting of shareholders following his seventy-eighth (78th) 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 & 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. Montgoris to serve beyond his seventy-fifth (75th) birthday. More broadly, the Nominating & Corporate Governance Committee may use reasonable discretion to allow a director to serve past his or her seventy-fifth (75th) 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 2023; and held three additional special meetings to discuss business developments and progress with Carter’s growth strategies.

In fiscal 2023, 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.

Although Carter’s 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 Carter’s virtual annual meeting of shareholders in fiscal 2023.

EXECUTIVE SESSIONS

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


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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE INFORMATION

BOARD COMMITTEES

Our Board has the following standing committees: the Audit Committee, the Compensation & Human Capital Committee, and the Nominating & Corporate Governance Committee. The Board may also establish other committees to assist in the discharge of its responsibilities. All members of each committee are independent directors. Each committee operates under a written charter, a current copy of which is available on the Investor Relations section of our website at ir.carters.com, or in print by contacting Mr. Robinson at Carter’s address: 3438 Peachtree Road NE, Suite 1800, Atlanta, Georgia 30326. In fulfilling the oversight and other responsibilities delegated by the Board, each Committee:

•

provides the Board with regular reports of its activities;

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has the sole authority to retain or terminate its consultants and other advisors;

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receives appropriate funding to pay for necessary resources and administrative expenses; and

•

annually evaluates its performance.

LOGO



		2024 Proxy Statement		15

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE INFORMATION

LOGO


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BOARD OF DIRECTORS AND CORPORATE

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