DEF 14A 1 c103175_def14a.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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The Children’s Place, Inc.

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Letter from the Chairman of the Board

April 1, 2022

Dear Fellow Shareholders,

On behalf of the Board of Directors, it is my pleasure to invite you to attend the 2022 Annual Meeting of Shareholders of The Children’s Place to be held at 500 Plaza Drive, Secaucus, N.J. on Wednesday, May 11, 2022, at 8:30 a.m. Whether or not you plan to attend, it is important that your shares be represented and voted at the meeting. Please refer to “Other Information – Voting Information” on page 79 of the Proxy for more information on how to vote your shares.

The Company had a record-setting year in fiscal 2021 following the extreme disruption of the COVID-19 pandemic during 2020. The significant structural changes made to our business, combined with the accelerated digital investments made pre-pandemic, were key drivers of the Company’s accelerated operating margin expansion and our other record-setting financial results in fiscal 2021, including:

		Adjusted gross margin increased 1,472 basis points to 41.6%

		Adjusted operating margin increased 1,879 basis points to 15.1%

		Adjusted EPS increased 467% to $13.40 per share from a loss of ($3.65) per share in fiscal 2020

In fiscal 2021, the Company also launched its newest brand, Sugar & Jade, targeted at the $8 billion U.S. tween market. This launch provides another catalyst for growth and value creation for our shareholders.

On behalf of the Board, I want to thank each of the members of our management team and our associates for their unwavering dedication and hard work during these difficult times.

In November 2021, the Company released its annual Environment, Social and Governance (ESG) Report. The ESG Report details the significant progress made on the Company’s environmental initiatives and goals, including its science-based goals to reduce greenhouse gas emissions, and the measureable targets to increase the use of more sustainable raw materials in its products and to reduce the use of water and chemicals in its global supply chain. The ESG Report also highlights the Company’s commitment to social topics, including Board and workforce diversity, equity in pay and opportunity, building an inclusive environment where all people feel welcomed and valued, giving back to children and families in need, and worker well-being in our global supply chain. Recognizing the increased importance to the Company’s business and its shareholders and other stakeholders of enhanced Board and Committee oversight of ESG, including diversity, equity and inclusion, also in November, we updated Committee charters, renamed Committees, and refreshed Committee composition. We took all of these actions to formalize the expanded oversight by Committees of the Company’s ESG and DE&I initiatives and goals.

The Company continued its longstanding practice of engaging with our shareholders in 2021. The Company reached out to shareholders holding over 77% of its outstanding shares and spoke with shareholders holding over 32% of outstanding shares. The Chair of our Corporate Responsibility, Sustainability & Governance Committee – Joseph Alutto – and the Chair of our Human Capital & Compensation Committee –Joseph Gromek – together with members of senior management participated in all conversations with shareholders and feedback was shared with the entire Board. For more information on our shareholder engagement efforts, please refer to the “Proxy Summary” and the “Compensation Discussion & Analysis” beginning on pages 1 and 37, respectively, of the Proxy.

We greatly appreciate the time and effort our shareholders made to engage with us and we look forward to continuing the dialogue in the coming years.

In closing, I would like to say a word about Joe Gromek, a Director since 2011 and Chair of our Human Capital & Compensation Committee for a decade, who is retiring from the Board at the Annual Meeting. In reflecting on his many accomplishments, including his key role in shareholder engagement throughout his long tenure on the Board, I express the Board’s and the Company’s sincerest gratitude for his years of exemplary service.

Very truly yours,

Norman Matthews
Chairman of the Board

April 1, 2022

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

The 2022 Annual Meeting of Shareholders (the “Annual Meeting”) of The Children’s Place, Inc. (referred to in this Proxy Statement as “we”, “The Children’s Place” or the “Company”) will be held at 500 Plaza Drive, Secaucus, New Jersey on Wednesday, May 11, 2022, at 8:30 a.m. (Eastern), for the following purposes:

	1.	To elect ten members (the “Directors”) of the Board of Directors (the “Board”), each to serve for a one-year term;

	2.	To ratify the selection of Ernst & Young LLP (“EY”) as the Company’s independent registered public accounting firm for fiscal 2022; and

	3.	To conduct an advisory vote to approve the compensation (“Say-on-Pay”) of the Company’s named executive officers (the “NEOs”).

Shareholders of record at the close of business on March 25, 2022 (the “Record Date”) are entitled to vote at the Annual Meeting.

Your vote is important. We encourage you to vote by proxy, even if you plan to attend the Annual Meeting. You may vote your proxy via the internet or by telephone by following the instructions included on your proxy card. You may also vote by mail by signing, dating and returning your proxy card in the envelope provided. Voting now will not limit your right to change your vote and/or to attend the Annual Meeting.

By order of the Board of Directors,

Jared E. Shure
Senior Vice President, General Counsel and Corporate Secretary
The Children’s Place, Inc.
500 Plaza Drive
Secaucus, New Jersey 07094

If you have any questions or require any assistance with voting your shares, please contact:

MACKENZIE PARTNERS, INC.

1407 Broadway, 27th Floor
New York, New York 10018
(212) 929-5500 (Call Collect)

Call Toll-Free (800) 322-2885

Email: proxy@mackenziepartners.com

TABLE OF CONTENTS

PROXY SUMMARY	1

CORPORATE GOVERNANCE AT THE CHILDREN’S PLACE	14
Our Corporate Governance Framework	14
Corporate Governance Policies and Practices	14
Board of Directors and Board Committees	19
Board Nominees for Directors	31

EXECUTIVE OFFICERS	36

EXECUTIVE AND DIRECTOR COMPENSATION	37
Compensation Discussion & Analysis	37
Summary Compensation Table	52
Grants of Plan-Based Awards	54
Outstanding Equity Awards at Fiscal Year-End	56
Stock Vested	59
Deferred Compensation Plan	61
CEO Employment Agreement	61
Other Arrangements	63
Change in Control Agreements	63
Severance Guidelines and Offer Letters	64
Potential Payments upon Termination or Change in Control	65
CEO Pay Ratio	66
Compensation of Directors	67

STOCK OWNERSHIP.	70
Stock Ownership of Directors and Executive Officers	70
Stock Ownership of Certain Beneficial Owners	72
Section 16(a) Beneficial Ownership Reporting Compliance	73
Certain Relationships and Related Transactions	73

STOCK PRICE PERFORMANCE GRAPH	74

PROPOSALS REQUIRING YOUR VOTE	75
Proposal 1: Election of Ten Members of the Board of Directors	75
Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm	76
Proposal 3: Advisory Vote on Named Executive Officer Compensation	78

OTHER INFORMATION	79
Admission	79
Voting Information	79
Required Vote	81
Future Shareholder Proposals	82
Nominations for Director	82
Cost and Methods of Soliciting Proxies	82
Available Information	82
Other Business	83

RECONCILIATION OF NON-GAAP (ADJUSTED) TO GAAP FINANCIAL INFORMATION	A-1

2022 PROXY STATEMENT

PROXY SUMMARY

The Children’s Place is sending you this Proxy Statement in connection with the solicitation by the Board of proxies to be voted at the Annual Meeting. The below summary highlights key information contained in this Proxy Statement. As it is only a summary, please review the entire Proxy Statement and the accompanying Annual Report before you vote.

Summary of Shareholder Voting Matters

At our Annual Meeting at 500 Plaza Drive, Secaucus, New Jersey on Wednesday, May 11, 2022, at 8:30 a.m. (Eastern), shareholders are being asked to vote on the following matters:

Proposal	Board Vote Recommendation	Page Reference
1. Election of Ten Members of the Board of Directors	FOR each Nominee	75
2. Ratification of Selection of Independent Registered Public Accounting Firm	FOR	76
3. Say-on-Pay – Advisory Vote on NEO Compensation	FOR	78

Fiscal 2021 Overview

Fiscal 2021 built upon fiscal 2020, which was the most transformative year in the Company’s history. We have leveraged a very difficult two-year period to significantly accelerate our strategic digital transformation made possible by our pre-pandemic digital investments. Our significant structural reset to a digital first company is a key driver of our record financial results in fiscal 2021.

Fiscal 2021 highlights:

	·	Achieved record adjusted gross margin, adjusted operating margin and adjusted EPS:

		Adjusted gross margin increased 1,472 basis points to 41.6% of net sales.

		Adjusted operating margin increased 1,879 basis points to 15.1% of sales.

		Adjusted EPS increased 467% to $13.40 per diluted share compared to a loss of ($3.65) per diluted share last year.

	·	Our digital sales represented approximately 45% of total sales in fiscal 2021 and, near term, we are targeting a 50% annual digital penetration.

	·	We have capitalized on our ability to secure favorable lease terms to accelerate our fleet optimization strategy and, as a result of the favorable lease terms secured, we closed 256 stores in the past two fiscal years against an original target of 300 closures.

	·	While managing the challenges of the COVID-19 pandemic, we launched our newest brand, Sugar & Jade, targeted at the approximately $8 billion U.S. tween market.

2022 PROXY STATEMENT

PROXY SUMMARY

	·	We published a comprehensive Environment, Social & Governance (“ESG”) Report which details the Company’s strategic approach to ESG, including 22 public goals across our global operations, aligned with SASB guidelines, GRI standards and United Nations Sustainable Development Goals and has been prepared in accordance with the GRI Standards Core option and the Sustainability Accounting Standards Board (SASB) Apparel, Accessories & Footwear Sustainability Accounting Standard.

	·	Given the importance of ESG topics, including diversity, equity and inclusion (“DE&I”), to our business and our stakeholders, we expanded the oversight roles of Board Committees for ESG and DE&I, and we refreshed Committee composition to better leverage Director skill sets.

	·	With a focus on gender and racial diversity, and in line with our policy of Board refreshment, we appointed two new Directors to our Board in fiscal 2021, building upon the three new Directors appointed in fiscal 2019 and fiscal 2020. Of these five new Directors, four are women and two are Black.

2022 PROXY STATEMENT

PROXY SUMMARY

Fiscal 2021 Financial Performance Highlights

2022 PROXY STATEMENT

PROXY SUMMARY

A reconciliation of Non-GAAP (Adjusted) financial information to GAAP financial information provided herein is set forth in Annex A to this Proxy Statement

1	See “Peer Group” on Page 48

2022 PROXY STATEMENT

PROXY SUMMARY

Election of Ten Members of the Board of Directors

The Board has nominated ten persons for election at the Annual Meeting. Joseph Gromek, an independent director since 2011 and the Human Capital & Compensation Committee Chair, is retiring from the Board at the Annual Meeting. The Board recommends that shareholders vote “FOR” each of the nominees named below. Our thoughtful approach to Board refreshment prioritizes gender and racial diversity, as well as relevant business and industry experience, when considering recruitment of directors, as demonstrated by the five newest directors who joined the Board in the past three years – Mses. Boland, Griffin, Kountze and Reiner, and Mr. Frascotti.

Name, Tenure, Committees	Age	Gender Diversity	Racial Diversity	Other Public Company Boards
Dr. Joseph Alutto Independent Director since 2008 Corporate Responsibility, Sustainability & Governance Committee (Chair)	80
John E. Bachman Independent Director since 2016 Audit (Chair); Corporate Responsibility, Sustainability & Governance Committees	66			2
Marla Beck Independent Director since 2015 Corporate Responsibility, Sustainability & Governance Committee	51
Elizabeth J. Boland Independent Director since 2019 Audit Committee	62
Jane Elfers Director since 2010 CEO and President	61
John A. Frascotti Independent Director since 2021 Corporate Responsibility, Sustainability & Governance Committee	61			1
Tracey R. Griffin Independent Director since 2020 Human Capital & Compensation Committee	57			1

2022 PROXY STATEMENT

PROXY SUMMARY

Name, Tenure, Committees	Age	Gender Diversity	Racial Diversity	Other Public Company Boards
Katherine Kountze Independent Director since 2021 Audit Committee	59			1
Norman Matthews Independent Director since 2009 Chairman of the Board Human Capital & Compensation; Corporate Responsibility, Sustainability & Governance Committees	89			3
Debby Reiner Independent Director since 2019 Human Capital & Compensation Committee (Chair, effective immediately following the Annual Meeting)	54

Our Board nominees individually and collectively possess the diverse backgrounds, skills and experience necessary to further our strategy and to address the risks we face in the rapidly changing business environment in which we operate.

Highly Independent	Balanced Tenure	Diverse Perspectives

2022 PROXY STATEMENT

PROXY SUMMARY

The Board has been shaped by actions taken over the years in furtherance of the Board’s policy of Director refreshment based on the Board’s annual self-assessment process and Director skill set mapping activities. The skill sets of our Directors align to our strategic initiatives, including a focus on product, digital transformation and optimization of our store fleet. The skills and experience of each Director are reflected in the table below.

Summary of Director Nominee Core Competencies
Experience/Attribute	Alutto	Bachman	Beck	Boland	Elfers	Frascotti	Griffin	Kountze	Matthews	Reiner
Leadership/ Strategy	X	X	X	X	X	X	X	X	X	X
General Management/ C-Suite Experience	X	X	X	X	X	X	X	X	X	X
Governance/ Public Board Service	X	X	X	X	X	X	X	X	X	X
Retail/ Specialty Retail			X		X	X	X		X	X
Digital/Omni-Channel/ Marketing			X		X	X	X	X	X	X
Global Business/ International Operations		X		X	X	X	X		X	X
Technology Implementation			X		X		X	X
Finance/Accounting/ Risk Management		X	X	X	X		X		X

2022 PROXY STATEMENT

PROXY SUMMARY

2021 Shareholder Engagement and Say-on-Pay Vote

2021 Shareholder Engagement

Shareholders Contacted	Shareholders Engaged	Director Participation
Over 77% of our outstanding shares at the time of invitation	Over 32% of our outstanding shares at the time of invitation	Two independent Directors, together with members of senior management, participated in all engagement conversations
Primary Topics Discussed

· Company Responsiveness to Shareholder Feedback

· Fiscal 2021 CEO Compensation Overview

· Fiscal 2021 Financial Performance Highlights, Accelerated Digital Transformation and Fleet Optimization Initiatives

· ESG Focus, Initiatives, Goals and Enhanced Disclosure

· Expanded Oversight Roles of Board Committees for ESG, including DE&I

· Board Refreshment

Shareholder Engagement

Our Board and senior management team have a long and continuous history of engaging with shareholders and responding to their feedback. 2021 marked the 10th consecutive year that members of the Board –– the Chair of the Corporate Responsibility, Sustainability & Governance Committee and the Chair of the Human Capital & Compensation Committee –– together with members of senior management, engaged in conversations with our shareholders to exchange ideas and share perspectives.

In 2021, we reached out to and spoke with shareholders holding over 77% and 32% of our outstanding shares, respectively. Those who declined our invitation indicated either that they did not have any questions or a need to engage, and a few did not respond. We provided all invited shareholders (77%) with a presentation that outlined the important topics on which we wished to obtain their feedback. Shareholders who declined to engage did not indicate that they had any concerns with the matters set forth in the presentation. We also held calls with proxy advisory firms Institutional Shareholder Services (“ISS”) and Glass Lewis to discuss our outreach process and the shareholder feedback we received.

2022 PROXY STATEMENT

PROXY SUMMARY

Feedback on 2021 Say-on-Pay Vote

Our Board was disappointed by the lack of support for our Say-on-Pay resolution at the 2021 annual meeting of shareholders, which received 49% of the votes cast in its favor. In our engagement with shareholders since the 2021 annual meeting, we sought their feedback to understand how we could be responsive to their concerns.

We heard from shareholders that their Say-on-Pay concerns were primarily driven by the one-time modification the Board made to our CEO’s 2019 equity award under the Company’s long term incentive plan (“LTIP”). The Board weighed this decision to modify the award thoughtfully, and ultimately determined that this action was necessary to retain, incentivize and align the interests of our highly valued CEO during a most difficult time for the Company. We discussed with shareholders that because we disclosed the modification to our CEO’s 2019 LTIP award in the proxy materials for our 2021 annual meeting, it was already considered as part of our 2021 Say-on-Pay vote, even though pursuant to SEC proxy rules it will appear and be treated as a new grant in fiscal 2020 in the Summary Compensation Table in this Proxy Statement for our 2022 Annual Meeting.

In addition, we heard from shareholders that they strongly supported the go-forward enhancements made to our CEO’s fiscal 2021 compensation discussed below.

How We Responded

In response to the 2021 Say-on-Pay vote, the Board has committed not to repeat the modification of LTIP performance-based awards: going forward, during the performance period, the Board will not modify the pre-set performance goals under outstanding performance-based equity awards.

Further, the Board made several enhancements to our CEO’s fiscal 2021 compensation that were based on shareholder feedback. These changes for fiscal 2021 included:

	·	Significantly reducing the CEO’s aggregate LTIP equity award date value (to $6 million from $10 million);

	·	Granting performance-based equity as a larger percentage (to 70% from 50%) of the overall CEO LTIP opportunity; and

	·	Restoring core performance metrics for the CEO LTIP award, combined with the continued use of ESG and relative ROIC modifiers.

Also, in response to the 2021 Say-on-Pay vote, our CEO declined to accept an LTIP equity award for fiscal 2022, and as such her total compensation for fiscal 2022 will consist only of her salary and Management Bonus Plan opportunity. For fiscal 2022, her salary will remain the same ($1,100,000) and her target and maximum bonus opportunity under the 2022 Management Bonus Plan will be the same as in prior years – a target of 160% of salary and a maximum of 200% of target, based on an adjusted operating income target for fiscal 2022.

2022 PROXY STATEMENT

PROXY SUMMARY

The full array of topics discussed with our shareholders during our fiscal year-end engagement is set forth below.

Topics	Key Points Discussed
Fiscal 2021 CEO Compensation	·	As previously disclosed in our 2021 proxy statement, shareholder feedback led to go-forward enhancements to CEO compensation for fiscal 2021:
			Significantly reduced total CEO compensation as a result of a large reduction in the aggregate award date value of equity under the Company’s LTIP: $6 million award date value of CEO equity awards in fiscal 2021 versus $10 million in fiscal 2020 and prior years
			Greater percentage of CEO performance-based equity awards (PRSUs): 70% in fiscal 2021 versus 50% in fiscal 2020
			Restored core financial performance metrics for PRSUs (adjusted EPS, adjusted operating margin expansion and adjusted ROIC) and restored three-year performance period
			Continued the use of an ESG modifier (percentage use of responsibly sourced Better Cotton) and resumed the use of a relative adjusted ROIC modifier for PRSUs
	·	Steps taken in response to shareholder feedback and to address the 2021 Say-on-Pay vote will significantly tighten the link between pay and performance.
	·	We noted to shareholders that due to SEC disclosure requirements, the Summary Compensation Table in this 2022 Proxy Statement would reflect the one-time modification to the CEO’s 2019 LTIP award as a new award in fiscal 2020, despite that modification having already been disclosed in our 2021 proxy statement and accounted for in our 2021 Say-on-Pay vote.

Fiscal 2021 Performance Highlights	·	Achieved record adjusted gross margin, adjusted operating margin and adjusted EPS in fiscal 2021.
	·	Accelerated strategic digital transformation, with our digital sales representing approximately 45% of total sales in fiscal 2021 and a near term annual digital penetration planned at 50%.
	·	In furtherance of our fleet optimization strategy, given our ability to secure favorable lease terms, we closed 256 stores in fiscal 2020 and 2021 against an original target of 300 closures.
	·	While managing the challenges of the COVID-19 pandemic, we introduced Sugar & Jade into the Company’s portfolio of brands that also includes The Children’s Place and Gymboree.

2022 PROXY STATEMENT

PROXY SUMMARY

Topics	Key Points Discussed
ESG Focus, Initiatives, Goals and Enhanced Disclosure	·	Since 2015, we have continuously expanded our ESG initiatives, goals and strategic partnerships. For 2021, this included accelerating our ESG initiatives and goal-setting and enhancing our reporting to align with our business strategy and in keeping with feedback from shareholders.
	·	Our ESG focus areas support our commitment to cultivate a more sustainable environment and a more equitable and inclusive culture.
			Environmental Initiatives
			·	Climate & Energy
			·	Sustainable Raw Materials
			·	Water Stewardship
			·	Chemical Management
			·	Waste & Circularity
			People Focus
			·	Diversity, Equity & Inclusion
			·	Workplace Health & Safety
			·	Talent
			·	Community
			Supply Chain Matters
			·	Supply Chain Compliance
			·	Worker Well-Being
	·	We published a comprehensive ESG Report in November 2021, which is available at http://corporate.childrensplace.com under the ESG tab. This ESG Report includes 22 public goals across our global operations, and reported against SASB guidelines, GRI core standards and United Nations Sustainable Development Goals and has been prepared in accordance with the GRI Standards Core option and the Sustainability Accounting Standards Board (SASB) Apparel, Accessories & Footwear Sustainability Accounting Standard, including quantitative goals covering:
			Science-based goals for reduction of greenhouse gas emissions, covering scope 1, 2 and 3 emissions
			Use of responsibly sourced Better Cotton
			Use of recycled polyester fibers
			Reduction of water usage in manufacturing and processing operations at top denim and woven bottoms third-party factories
			Diversion of waste generated at our corporate headquarters, distribution centers and retail stores
			Increased representation by Black associates at our U.S. corporate headquarters

2022 PROXY STATEMENT

PROXY SUMMARY

Topics	Key Points Discussed
Human Capital Management andDE&I Topics	·	We invest in our associates, foster the well-being of the people who make our products and give back through philanthropic activities.
	·	We believe that diverse teams operating in an equitable and inclusive environment where all people feel welcomed and valued enhances our business results. As reported in the Company’s ESG Report:
			Over 50% of both our Board of Directors and our senior leadership team are women;
			87% of our associates are women; and
			64% of our associates identify as racially diverse.
	·	We published complete EEO-1 data in our ESG Report.
Expanded Board Committee Oversight of ESG Initiatives and Goals	·	Recognizing the increased importance to our business and our stakeholders of enhanced Board oversight of ESG and DE&I topics, in fiscal 2021, we updated Board Committee charters, renamed Board Committees and refreshed Committee composition, all to formalize the expanded oversight by Board Committees of ESG and DE&I initiatives and goals:
			Corporate Responsibility, Sustainability & Governance Committee (formerly Nominating & Corporate Governance Committee) – now oversees environmental topics, as well as social topics focused on supply chain compliance and worker well-being – in addition to corporate governance matters
			Human Capital & Compensation Committee (formerly Compensation Committee) – now oversees DE&I initiatives and other human capital management topics – in addition to compensation matters
Board Refreshment	·	With a focus on gender and racial diversity, the Board has appointed five new Directors since 2019 (two in fiscal 2021), four of whom are women and two of whom are Black. The new Directors add to the Board’s skill sets, including on ESG topics.

2022 PROXY STATEMENT

PROXY SUMMARY

Corporate Governance and Executive Compensation Best Practices

The Board has proactively, with regular input from shareholders, enhanced the Company’s governance and executive compensation frameworks to support our business and align with market best practices.

	Corporate Governance Best Practices
	Robust annual shareholder engagement activities
	Separate Chairman and CEO roles, with independent Board Chairman
	Declassified Board, with annual elections for all Directors
	Majority voting for all Directors
	Explicit disclosure regarding Board’s decision-making processes
	Sound practices on Director refreshment, succession planning and diversity
	Annual mapping of Director skill sets and experience to business strategy
	Annual Board, Committee and individual independent Director self-assessments
	Limit on Director participation on outside public company boards
	Special meeting rights for shareholders (25% ownership threshold)
	Proxy access
	Updated advance notice provisions to lengthen notice window for the submission of stockholder proposals
	No supermajority voting requirements
	Robust risk management activities
	Publication of a comprehensive annual ESG report aligned to SASB guidelines and GRI standards
	Expanded oversight of ESG topics across Board Committees

	Executive and Director Compensation Best Practices
	Value driving performance metrics in the annual bonus plan and LTIP that measure progress on our financial results, strategic growth initiatives and include a sustainability (ESG) metric in LTIP awards
	Robust stock ownership guidelines and holding requirements for our CEO, other senior executives and independent Directors
	No tax gross-ups (excluding those in connection with standard relocation expenses)
	All equity subject to “double trigger” vesting upon a change in control
	Annual benchmarking of independent Director compensation by an independent compensation consultant
	Cap on the aggregate fair market value of equity awards made to each independent Director in any calendar year
	Annual compensation risk assessment by management and an independent compensation consultant
	Annual peer group review by an independent compensation consultant
	Incentive compensation clawback policy in the case of financial restatements and other activity that is in conflict with or adverse to the interests of the Company, applicable to both the annual bonus plan and LTIP
	No hedging and pledging activities in Company stock by our Directors, executives (including our NEOs) and employees
	Bonus and performance share caps

2022 PROXY STATEMENT

CORPORATE GOVERNANCE AT THE CHILDREN’S PLACE

Our Corporate Governance Framework

The Board strongly believes that good corporate governance accompanies and aids our long-term business success.

Corporate Governance Policies and Practices

Board and Committee Independence

	·	Strict Director Independence Standards. The Board believes that in order to maintain its objective oversight of Company management, the Board must consist of a substantial majority of independent Directors. The Board makes an annual independence determination concerning its Directors using guidelines established to assist the Board in making these determinations. These guidelines are contained in our Corporate Governance Guidelines and in our Related Person Transactions Policy and cover, among other things, employment, family, compensatory and business relationships, and relationships with our independent registered public accounting firm. With the sole exception of Jane Elfers, our President and Chief Executive Officer (“CEO”), all of our Directors are non-management directors who meet the criteria for independence under our guidelines and the listing standards of The NASDAQ Stock Market (“NASDAQ”). In addition, all members of all of our Board Committees are independent Directors, and no Director is related to another Director.

		Our Board also makes an annual determination that: (i) all of the members of the Audit Committee are “independent” within the meaning of applicable provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Securities and Exchange Commission (“SEC”) rules and regulations and NASDAQ listing standards, as well as the ISS’ independence guidelines for purposes of overseeing the Company’s information security risk management, and meet the “financial sophistication” requirement of NASDAQ rules; and (ii) all of the members of the Human Capital & Compensation Committee are “non-employee directors” within the meaning of Rule 16b-3 of the Exchange Act and “independent” within the meaning of applicable SEC rules and regulations. Finally, our Board has also determined that two members of the Audit Committee, Mr. Bachman and Ms. Boland, qualify as “audit committee financial experts” as defined in Item 407(d)(5) of Regulation S-K of the Exchange Act.

	·	Executive Sessions of Independent Directors. Executive sessions of independent Directors are an important governance practice because they enable our independent Directors to discuss matters such as strategy, succession planning, risk, senior executive performance and compensation, future agenda items, and Board and Committee priorities and effectiveness, all without management present. Led by an independent Chairman of the Board and independent Committee Chairs, the independent Directors of the Board and each Committee meet in executive session, without our CEO or other members of Company management present, at every regularly scheduled Board and Committee meeting.

*Board Composition and Continuous Evaluation*

	·	Board Skill Set and Experience. An important function of our Corporate Responsibility, Sustainability & Governance Committee is to evaluate whether the members of our Board, as a whole, possess a mix of the diverse skills, backgrounds and experience that are necessary to further the Company’s strategy and address the risks we face in the rapidly changing business environment in which we operate.

		Our current strategic initiatives consist of a focus on product, digital transformation, and optimization of our store fleet. The skills and experience of our Directors that complement these strategic initiatives include strategy development and oversight, product development, brand management and marketing, digital and mobile experience, and omni-channel and technology implementation. These skills, together with a background in such areas as public company board of director experience, C-suite and other senior leadership experience, finance, risk management, accounting and auditing, talent and performance management, and executive compensation enable our Board to effectively further the strategic objectives of our Company and monitor and assess the operational, financial and compliance risks faced by our Company. See the Summary of Director Nominee Core Competencies table on page 7 above under the heading “Proxy Summary”.

2022 PROXY STATEMENT

CORPORATE GOVERNANCE AT THE CHILDREN’S PLACE

	·	Diverse Perspectives. Our Board believes that diversity in gender, race, thinking, experience, background and approach resulting from its policy of refreshment and succession planning enhances Board leadership, deliberations and decision making, and are critical to the Board’s acting as a creative and problem-solving body. A goal of our refreshment and succession planning activities is also to have our Directors be representative of our customers and associates; the vast majority of our customers and associates are women, and six of our Director nominees, representing 60% of all Director nominees, are women. In addition, two of our Director nominees, representing 20% of all Director nominees, are racially diverse.

	·	Balanced Tenure. Our Directors’ tenure ranges from <1 to 14 years, providing the Board with a balance of fresh perspectives and the benefit of experience. The average tenure of our independent Director nominees is approximately seven years.

	·	Board, Committee and Director Evaluation Process. Annually, the Corporate Responsibility, Sustainability & Governance Committee engages in an important process to evaluate the relevance and the breadth of our independent Directors’ skills, backgrounds and experience. The Committee conducts a formal evaluation of how well the Board functions and performs, the membership, leadership, roles and performance of each of the Board’s Committees, and the skill sets and contribution of individual independent Directors. The centerpiece of this process is the analysis of a self-assessment questionnaire completed by each independent Director. The questionnaire is updated as appropriate, and uses criteria that the Board and its outside advisors have determined to be important to the success of both the Board and the Company following a review of our Board’s activities and external best practices.

		Board as a Whole and Committees. The questionnaire is designed to elicit a critical evaluation by the independent Directors of the performance of the Board and its Committees, including assessing agendas, informational needs, composition, processes, dynamics and effectiveness. The Corporate Responsibility, Sustainability & Governance Committee shares its findings and recommendations with the Board. The Board then considers the results of the evaluation and recommendations and, as necessary, identifies and authorizes steps to be taken to enhance Board and Board Committee performance.

		Individual Independent Directors. The questionnaire is also designed to elicit a critical evaluation by the independent Directors of their peers. Independent Directors evaluate their peers on the basis of effectiveness and various attribute criteria. In addition, independent Directors evaluate and grade each of their peers’ contribution to the Board and its Committees, and, periodically, each independent Director rates his or her skill sets against a list of skill sets, experience and attributes important to the Company. The resulting feedback is shared with the individual independent Directors. The Corporate Responsibility, Sustainability & Governance Committee utilizes the feedback to inform its succession planning. The Committee also utilizes the skill set inventory to identify any gaps in relevant knowledge and experience not covered by existing independent Directors. This process results in a discussion on how our Board is constituted currently and how our Board could be constituted in the future to align with our strategic objectives.

Board and Committee Refreshment and Succession Planning. By annually identifying and mapping individual skill sets, backgrounds and experience, and annually engaging in a Board, Committee and independent Director self-assessment and evaluation process, the Board prioritizes refreshment and succession planning for the Board, as a whole, as well as each of the Board’s Committees.

Our annual skill set mapping in fiscal 2021 led us to identify an opportunity to further enhance our Board’s and Committees’ skills and experience in key areas important to the Company’s strategic initiatives. As a result, the Board appointed two new independent Directors in fiscal 2021:

○

John A. Frascotti was appointed as a Director in June 2021 and as a member of the Corporate Responsibility, Sustainability & Governance Committee in October 2021. Mr. Frascotti brings to the Board years of experience as a senior executive and his extensive expertise and leadership extends to brand building, omni-channel retail strategies, digital marketing, global supply chain management, investor relations and talent development.

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○

Katherine Kountze was appointed as a Director and as a member of the Audit Committee in November 2021. Ms. Kountze brings valuable insight to the Board as an expert in cybersecurity and as an experienced information technology and cybersecurity C-suite executive, and will be a key liaison between the Board and management as we continue our focus on our accelerated digital transformation.

Board Engagement

	·	Limit the Number of Public Company Boards. Our Corporate Governance Guidelines limit the number of public company boards of directors (including our Company) on which our Directors may serve to four, for our independent Directors, and two (including our Company), for our CEO. No independent Director serves on more than three other public company boards and our CEO does not serve on any other public company board.

*Board and Committee Oversight*

	·	Oversight Role of Board. The Board plays a fundamental role in overseeing the Company’s strategy, succession planning and risk management activities. In addition, the Board has charged each of our standing Committees with the responsibility for the oversight of the management of certain risks.

		Strategy. The Board reviews and evaluates the Company’s execution of its strategic initiatives, engages in reviews with senior management, conducts separate independent Director sessions without our CEO or other members of the Company management present during which the Company’s strategy is evaluated and discussed, and receives presentations throughout the year on important aspects of the implementation of these initiatives. These periodic presentations include a review of the progress on initiatives, and reports from specific departments such as finance, information technology, supply chain, real estate, human resources and legal.

		Succession Planning and Emergency Plans. CEO succession planning is a topic reviewed annually by our Board. In addition to conducting a review and evaluation of the skills and competencies needed to be possessed by potential CEO successors, our Board also has established a CEO emergency succession plan to prepare for unanticipated circumstances. The Board has a similar plan in place for the Chairman of the Board. On an annual basis, the Board also engages in an in-depth review of the succession planning for the senior leaders of the Company’s management team.

		Risk Management. Our Board and its three standing Committees regularly review and evaluate management’s activities concerning the identification, ranking, mitigation and monitoring of the major strategic, operational, financial, compliance and reputational risks we face in the course of our domestic and international business operations. Following a comprehension review and analysis in fiscal 2021 of Board oversight of ESG and human capital management matters by the then-named Nominating & Corporate Governance Committee, in conjunction with governance and legal advisors, the Board approved the Committee’s recommendations concerning the updating of Board Committee charters, the renaming of the Board Committees and the refreshment of the composition of the Board Committees, all to formalize the expanded oversight by the Board Committees of ESG initiatives and goals, including items related to diversity, equity and inclusion. For more detailed information on these changes, please see the section entitled “Board of Directors and Board Committees” beginning on page 19 below.

○

Corporate Responsibility, Sustainability & Governance Committee. Our Corporate Responsibility, Sustainability & Governance Committee (formerly the Nominating & Corporate Governance Committee) now has the oversight responsibility for ESG and governance risks. With respect to ESG matters, the Corporate Responsibility, Sustainability & Governance Committee receives reports on a regular basis from executives in charge of the Company’s various environmental and social initiatives and goals. The Corporate Responsibility, Sustainability & Governance Committee dedicates two meetings each year to an in-depth discussion of ESG topics, including matters related to environmental and social initiatives, progress toward public goals and the Company’s overall ESG roadmap. Regarding governance matters, the Committee regularly reviews the composition, skill sets and experience of our Board and individual Directors to assess the Board’s gender and racial diversity, the diversity of background and experience, and

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		the skill sets necessary to oversee the Company’s strategic growth initiatives. This Committee also regularly reviews the Company’s governance policies, guidelines and practices, including with the periodic input of appropriate outside advisors, in order to continue to ensure that our policies, guidelines and practices reflect industry best practices.

	○	Human Capital & Compensation Committee. Our Human Capital & Compensation Committee (formerly the Compensation Committee) has oversight responsibility for human capital management and compensation risk. The Committee receives reports on a regular basis from executives in charge of the Company’s various human capital/DE&I initiatives, as well as a report from its independent compensation consultants and management concerning their assessment of risk, if any, arising from the Company’s compensation policies and practices. The Human Capital & Compensation Committee dedicates two meetings each year to an in-depth discussion of the various human capital/DE&I initiatives, including matters related to our public goals and the Company’s overall human capital management roadmap.

	○	Audit Committee. Our Audit Committee has the oversight responsibility for financial and enterprise risks. In connection with the oversight of financial risk, the Audit Committee meets regularly, together and separately, with senior finance management, the head of internal control and the Company’s independent auditors. With respect to enterprise risk oversight, the Audit Committee receives reports on a regular basis concerning the activities of the Company’s Strategic Risk Committee (“SRC”), which is composed of members of the Company’s senior leadership team. The Audit Committee dedicates two meetings each year to an in-depth discussion of enterprise risk topics with the SRC’s members, including matters related to our global supply chain, information and data security, privacy, and business transformation activities. The SRC is composed of senior leaders from various business units where a particular risk resides, including the sourcing, logistics, information technology, finance, internal audit, human resources and legal departments. The SRC meets regularly throughout the year to discuss the identification and mitigation of enterprise risks, and is advised by third-party experts where appropriate (e.g., technical and legal experts on cybersecurity, privacy and business continuity matters).

	○	Board of Directors. Our Board receives regular reports from the Chairs of the Corporate Responsibility, Sustainability & Governance, Human Capital & Compensation and Audit Committees. The Board meets periodically with members of the Company’s SRC to discuss risk identification and mitigation activities. The Board also meets periodically with the Company’s third-party cybersecurity, privacy, financial and other experts to obtain their perspective on various matters. Finally, our Directors apply the breadth and depth of their own experience in domestic and international business operations, finance and accounting, and other fields in this risk oversight function.

For more detailed information on the changes described above concerning our Board Committees’ oversight responsibilities, see “Board of Directors and Board Committees” beginning on page 19 below.

Ensuring Board Accountability

	·	Shareholder Oversight. The Company’s governance practices provide for Board accountability to the Company’s shareholders through: (i) majority voting for Directors in uncontested elections; (ii) declassification of the Board by providing for the annual election of all Directors; (iii) the ability for 25% of our shareholders to call special meetings; and (iv) the elimination of super-majority voting requirements to amend our Charter and Bylaw provisions.

	·	Proxy Access. Our Bylaws provide proxy access rights to our shareholders pursuant to which the Company will include the names of up to two Director nominees (or, if greater, that number equal to 20% of the Board) in our proxy materials proposed by a shareholder or a group of up to 20 shareholders who have continuously owned 3% or more of our Common Stock for three years or more.

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*Ensuring Management Accountability*

	·	Performance-Based Compensation. The Company has linked a substantial portion of the pay of its executives directly to the Company’s performance. As described in greater detail under the heading “Compensation Discussion & Analysis” beginning on page 37 below, the Human Capital & Compensation Committee adheres to this pay-for-performance philosophy, and performance-based short-term and long-term incentives (cash and equity) comprise a significant component of our executives’ overall compensation.

	·	Effective Performance Metrics. An important governance function is to measure progress in achieving strategic growth initiatives in an objective and quantitative manner, and to hold management accountable and reward success. Our Human Capital & Compensation Committee gives effect to this function through the adoption of performance metrics for the Company’s annual bonus plan and LTIP which directly measure progress in advancing our strategic growth initiatives and achieving our financial and sustainability goals, hold senior management accountable for financial and operational results over which they have more direct influence, and are key value creation drivers in the specialty retail industry.

*Board Leadership Structure*

	·	Separate Chairman and CEO. The Board selects the Company’s CEO and Chairman of the Board in the manner that it determines to be in the best interests of the Company’s shareholders. The Board has determined that having an independent Director serve as Chairman of the Board is in the best interests of the Company’s shareholders at this time. Our Board believes that this structure ensures a greater role for the independent Directors in the oversight of the Company and active participation of the independent Directors in setting Board and Committee agendas and establishing priorities and procedures. Further, this structure permits the CEO to focus on the Company’s strategic matters and the management of the Company’s day-to-day operations.

	·	Committee Chairs. Our Board’s leadership structure also includes independent, experienced and involved Board Committee Chairs.

*Established Policies Guide Governance and Business Integrity*

	·	Charters for Board Committees. Each of the Corporate Responsibility, Sustainability & Governance Committee, Human Capital & Compensation Committee and Audit Committee has a charter developed and maintained under the leadership of its Committee Chair. The Committee charters describe the purpose, responsibilities, structure and operations of each Committee. The Human Capital & Compensation Committee charter and the Audit Committee charter include the authority and responsibilities of each Committee under the applicable rules and regulations of the SEC and NASDAQ. For information concerning the updating of Committee charters in fiscal 2021, please see the section entitled “Board of Directors and Board Committees” beginning on page 19 below.

	·	Corporate Governance Guidelines. The Company’s Corporate Governance Guidelines reflect the Board’s views and Company policy regarding significant corporate governance issues. As part of its ongoing review of best practices in corporate governance, the Board reviews these guidelines annually and updates these guidelines as appropriate.

	·	Code of Business Conduct. The Company’s Code of Business Conduct is designed to promote the highest ethical standards in all of the Company’s business dealings. The Code of Business Conduct applies to the Directors, officers (including its principal executive officer, principal financial officer and principal accounting officer) and employees.

	·	Anti-Corruption Policy. The Company’s Anti-Corruption Policy requires compliance with all laws, domestic and foreign, prohibiting improper payments or inducements to any person, including government officials. The Anti-Corruption Policy provides guidance on the types of improper payments that the Company prohibits and how to recognize and deal with corruption, bribery, and other unethical conduct.

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	·	Insider Trading Policy; Prohibition on Hedging/Pledging of Common Stock. The Company’s Insider Trading Policy is designed to assist the Directors, officers (including our named executive officers (“NEOs”)) and employees to comply with insider trading laws and prevent even the appearance of improper insider trading. Our Insider Trading Policy prohibits trading in derivatives of our Common Stock, including puts, calls and other financial derivatives, and also prohibits hedging and pledging of our Common Stock by any of our Directors, officers (including our NEOs) and employees in order to ensure that the interests of Directors, officers (including our NEOs) and employees align with those of our shareholders. For more information, see “Prohibition on Hedging/Pledging of Common Stock” on page 49 below.

	·	Clawback Policy. The Company’s Clawback Policy applies to short term and long term incentive compensation and allows the Company to recover performance-based annual cash bonuses and stock awards granted under our LTIP from members of Company management, including our NEOs, in the event of certain occurrences, including the restatement of financial statements and other actions having a significant adverse impact on the Company.

		Shareholders may view these documents on the Company’s corporate website http://corporate.childrensplace.com in the “Corporate Overview” section under the “Investor Relations” tab and in the section entitled “Corporate Info — Governance Documents”.

*Director Access to Management*

	·	Management Participation at Board Meetings. Topics are presented to the Board by members of Company management in an environment that encourages dialogue to develop between Directors and Company management. The Board’s direct access to management continues outside the boardroom during on-going discussions with our executives.

*Shareholder Access to the Board of Directors*

	·	Communications to the Board of Directors. Shareholders may communicate directly with the Company’s independent Directors concerning proper and relevant topics by sending an e-mail to childrensplaceboard@childrensplace.com or by writing to Board of Directors, c/o Corporate Secretary, The Children’s Place, Inc., 500 Plaza Drive, Secaucus, New Jersey 07094.

*Consideration of Board Nominees*

	·	Nomination by Shareholders. The Corporate Responsibility, Sustainability & Governance Committee acts on behalf of the Board to recruit, consider the qualifications of and recommend to the Board, nominees for election as Directors by our shareholders and candidates to be appointed by the Board to fill vacancies on the Board. Our Corporate Governance Guidelines provide that the Corporate Responsibility, Sustainability & Governance Committee will consider candidates recommended by shareholders and that there will be no differences in the manner in which it evaluates nominees recommended by shareholders, and nominees recommended by the Corporate Responsibility, Sustainability & Governance Committee and/or Company management.

Board of Directors and Board Committees

Board of Directors. The Board oversees the business, assets, affairs and performance of the Company. At the end of fiscal 2021, the Board had eleven Directors, with ten independent Directors and one employee Director, our CEO. Ten board members have been nominated for re-election at the Annual Meeting. Joseph Gromek will continue to serve as a Director through the date of the Annual Meeting and is not standing for re-election to the Board.

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Committees of the Board of Directors. The Board has three standing Committees: the Corporate Responsibility, Sustainability & Governance Committee, the Human Capital & Compensation Committee and the Audit Committee. The members of the Board’s Committees at the end of fiscal 2021 were as follows:

Corporate Responsibility, Sustainability & Governance Committee	Human Capital & Compensation Committee	Audit Committee
Joseph Alutto (Chair)	Joseph Gromek (Chair)⁽¹⁾	John E. Bachman (Chair)
John E. Bachman	Tracey R. Griffin	Elizabeth J. Boland
Marla Beck	Norman Matthews	Katherine Kountze
John A. Frascotti	Debby Reiner⁽²⁾
Norman Matthews

(1)	Mr. Gromek is not standing for re-election to the Board at the Annual Meeting.

(2)	Ms. Reiner will be appointed as Chair of the Human Capital & Compensation Committee effective immediately following, and subject to, her election at the Annual Meeting.

Environment, Social & Governance Oversight. In recognition of the increasing importance to the Company’s shareholders and other stakeholders of enhanced board oversight of ESG topics, in fiscal 2021, the Board directed the Corporate Responsibility, Sustainability & Governance Committee (previously the Nominating and Corporate Governance Committee) to formulate a recommendation to the Board concerning the assignment of oversight responsibilities to the Board Committees for ESG topics, including human capital management and DE&I matters. Following a comprehensive review and analysis of oversight responsibilities by the Corporate Responsibility, Sustainability & Governance Committee, in conjunction with governance and legal advisors, the Board approved the Committee’s recommendations to leverage director skillsets, rename the Committees to better reflect the Committees’ expanded roles, and amend Committee charters to include the enhanced oversight responsibilities.

Previously, oversight of ESG topics resided primarily with the Audit Committee. In response to the recommendations made to and approved by the Board, components of the Company’s ESG activities were assigned between the other two Committees, and both of those Committees were renamed to better reflect their new oversight responsibilities:

		The Nominating and Corporate Governance Committee was renamed the Corporate Responsibility, Sustainability & Governance Committee and oversees environmental and social topics, including all environmental and sustainability initiatives, as well as supply chain compliance and worker well-being (in addition to corporate governance matters);

		The Compensation Committee was renamed the Human Capital & Compensation Committee and has oversight of diversity, equity & inclusion initiatives and all other human capital management topics (in addition to compensation matters); and

		The Audit Committee retained its name, and retained its oversight of financial risk, including financial reporting, internal controls and internal audit, independent audits and enterprise risk, including cybersecurity and privacy matters.

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Corporate Responsibility, Sustainability & Governance Committee

As described above on page 20 in the section entitled “Environment, Social & Governance Oversight,” in fiscal 2021, Board Committee oversight responsibilities for ESG topics, including human capital management and DE&I matters, were reassigned among the Board’s three Committees. Following the reassignment, the Corporate Responsibility, Sustainability & Governance Committee is responsible for overseeing the Company’s ESG risk management activities, including environmental initiatives, and social topics such as responsible sourcing in the Company’s global supply chain. This Committee is also charged with the oversight of the Company’s corporate governance policies and practices.

Environmental Initiatives

The Corporate Responsibility, Sustainability & Governance Committee oversees the Company’s environmental strategies, initiatives and goals. We believe that purpose-led companies such as ours have the opportunity and responsibility to work to ensure that our business contributes to a healthy planet. We focus on topics that are important to our long-term success and where we believe we can have the most positive impact. The Corporate Responsibility, Sustainability & Governance Committee oversees our environmental initiatives which aim to:

	·	Reduce greenhouse gas emissions (“GHG”) in our operations and across our global supply chain through science-based goals to address climate change;

	·	Deliver responsibly sourced product offerings through the use of sustainable raw materials;

	·	Reduce and manage water and chemical usage in manufacturing and processing in our global supply chain; and

	·	Divert the amount of waste from our operations sent to landfills and move to a more circular system through reusing and recycling.

In designing and implementing the Company’s environmental initiatives, we identify areas where we believe we can make a difference and establish quantitative goals in an effort to positively impact the communities and environments affected by our business. To have the greatest impact, we collaborate with experts, non-governmental organizations (“NGOs”), other non-profit organizations, industry peers, and third-party vendors and factories to identify and implement initiatives. The Corporate Responsibility, Sustainability & Governance Committee oversees the Company’s commitment to a long-term approach across its global operations to act responsibly and efficiently.

Social Topics

The Company’s commitment to positive social practices includes our responsible sourcing activities in our global supply chain where we partner with our global third-party vendors and factories, NGOs and others in supporting workers’ health, safety and well-being. The Company monitors compliance by its third-party vendors and factories with the Company’s Vendor Code of Conduct, local laws and ethical business practices to help ensure fair and safe work conditions for the people who make the Company’s products. The Company also recognizes the importance of eliminating forced labor within the supply chain and its increasing significance in light of recent reports of human rights abuses in various regions of the world. In addition, the Company supports and sponsors a number of worker well-being programs designed to improve the daily lives of the predominantly female factory workers who make its products. The Company’s commitment to having a positive social influence also extends to its charitable mission of supporting children and families in need.

The Corporate Responsibility, Sustainability & Governance Committee regularly receives reports from executives overseeing the above initiatives and topics. In turn, the Chair of the Corporate Responsibility, Sustainability & Governance Committee regularly updates the full Board on the Committee’s activities.

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For additional information concerning the Company’s environmental and social initiatives and goals, please refer to the Company’s ESG Report, which can be found on the Company’s corporate website at http://corporate.childrensplace.com under the ESG section, and the Company’s Annual Report on Form 10-K for fiscal 2021. The ESG Report includes 22 public goals across our global operations, and reports against SASB guidelines, GRI core standards and United Nations Sustainable Development Goals and has been prepared in accordance with the GRI Standards Core option and the Sustainability Accounting Standards Board (SASB) Apparel, Accessories & Footwear Sustainability Accounting Standard.

Governance Matters

As set forth in the section entitled “Board, Committee and Director Evaluation Process” on page 15 above, the Corporate Responsibility, Sustainability & Governance Committee recommends nominees for Directors and administers the formal Board, Committee and individual Director self-evaluation procedures. It also oversees and reviews the Company’s corporate governance policies, guidelines and practices and makes recommendations to the Board regarding corporate governance and Board and Committee structure.

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Human Capital & Compensation Committee

Following the reassignment of Board Committee oversight responsibilities in fiscal 2021 as described above on page 20 in the section entitled “Environment, Social & Governance Oversight,” the Human Capital & Compensation Committee has the oversight responsibility for the Company’s human capital management policies and practices, including diversity, equity and inclusion topics and associated risks. The Human Capital & Compensation Committee also is charged with the oversight of the Company’s executive compensation policies, practices and plans and associated risks.

Human Capital Management

The Human Capital & Compensation Committee is actively engaged in overseeing the Company’s human capital management strategies, including our talent and succession planning initiatives designed to attract, develop, engage, reward and retain top retail, digital and business leaders who can drive our financial performance and strategic growth initiatives and contribute to building long-term shareholder value. The Company has benefited greatly, especially during the COVID-19 pandemic, from the stability of our senior leadership team, who have an average tenure of over six years, led by our CEO who has led the Company for over a decade. The Human Capital & Compensation Committee’s involvement in leadership development and succession planning is systematic and ongoing, culminating in an annual review at the Board level of succession plans for all senior leaders of the Company’s management team, inclusive of development strategies for top talent within the Company. The Company has a strong track record of succession planning and growing talent within the organization with 60% of its senior leadership team promoted into their current role. In addition, during fiscal 2020, 65% of all open corporate roles, 86% of all Vice President and above roles and 53% of all field management roles have been filled internally.

Diversity, Equity and Inclusion

As described above in the section entitled “Board of Directors and Board Committees” beginning on page 19, in fiscal 2021, the Board approved the assignment of oversight responsibilities for human capital management activities and risks, including DE&I, to the Human Capital & Compensation Committee.

To improve the Board’s understanding of the Company’s culture and talent pipeline, the Board and its Committees periodically meet with high-potential executives in formal and informal settings. More broadly, the Human Capital & Compensation Committee and the Board are regularly updated on key talent metrics for the overall workforce, including diversity and inclusion, pay equity, employee relations, recruiting and development programs, and overall progress against the Company’s human capital development strategies. Diversity and inclusion are top priorities for the Company, and we actively strive to ensure that our workplace includes a range of perspectives and backgrounds at the Board level, in senior leadership, and throughout our management and associate base. The Company reports annually on employment data, including ethnicity, in line with Equal Employment Opportunity Commission guidelines, publishes its complete EEO-1 data on its corporate website, and continues to focus on building a culture which supports diversity, equity and inclusion, and which works to ensure fair compensation and opportunity for all employees regardless of gender or race.

The Company is female-led and believes that it is positioned to outperform industry standards by employing diverse teams operating in an inclusive environment. The Company’s position is enhanced by the diversity of teams across its stores, distribution centers and corporate headquarters, in its senior leadership team and at the Board level. As reported in our Company’s ESG Report, 87% of the Company’s associates are women. Over 50% of both our Board members and senior leadership team members are women. 87% of new hires and 90% of promotions during fiscal 2020 were women. Additionally, 64% of our associates identify as racially diverse and associates identifying as racially diverse represented 70% of new hires and 62% of promotions during fiscal 2020. In addition, the Company is committed to doubling its Black associate population at its corporate headquarters by 2025. The Company seeks to uphold its diverse and inclusive culture by striving to ensure its talent acquisition programs sustain and grow diverse representation across its workforce, promoting talent from within, building an inclusive culture through awareness and education, and rewarding all employees equitably.

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For additional information concerning the Company’s DE&I initiatives and EEO-1 data, please refer to the Company’s ESG Report, which can be found on the Company’s corporate website at http://corporate.childrensplace.com under the ESG section, and the Company’s Annual Report on Form 10-K for fiscal 2021.

Executive Compensation

The Human Capital & Compensation Committee reviews and recommends to the Board our CEO’s compensation, and with input from senior management, reviews and approves the compensation of our other executive officers. The Human Capital & Compensation Committee establishes our management compensation policies, reviews the terms of the Company’s incentive compensation plans and programs, and oversees the implementation and operation of these plans and programs. In addition, the Human Capital & Compensation Committee makes recommendations to the Board regarding the compensation of independent Directors.

The Human Capital & Compensation Committee is also responsible for reviewing and assessing potential risk arising from the Company’s compensation policies and practices. Each year, in conjunction with its independent compensation consultant and management, the Human Capital & Compensation Committee conducts a risk assessment of the Company’s compensation policies and practices to ascertain any potential material risks that may be created by the policies and practices. In fiscal 2021, the Human Capital & Compensation Committee considered the findings of the risk assessment and concluded that the Company’s compensation programs and practices are aligned with the interests of our shareholders, appropriately reward pay for performance, and do not promote excessive or imprudent risk-taking.

The Human Capital & Compensation Committee has the authority to retain the services of compensation consultants to provide it with recommendations, advice and information on various compensation matters, including the Company’s compensation of the CEO, the Company’s other executive officers and independent Directors. During fiscal 2021, the Human Capital & Compensation Committee determined to conduct a search for its independent compensation consultant and invited a number of consulting firms, including its then current consultant, Semler Brossy Consulting Group, LLC (“Semler Brossy”), to submit a proposal to act as the Committee’s consulting firm on a going forward basis. Following consideration of proposals and interviews of candidates, the Committee selected Frederic W. Cook & Co. (“FW Cook”) as its new independent compensation consultant. In that capacity, FW Cook advises the Human Capital & Compensation Committee with respect to the Company’s compensation policies and practices, the design and implementation of executive compensation plans and programs, and such other matters as the Human Capital & Compensation Committee may direct. FW Cook provides the Human Capital & Compensation Committee with benchmarking data concerning the compensation paid to senior executives and independent directors by companies in the Company’s peer group and the retail industry. FW Cook works directly with the Human Capital & Compensation Committee and its Chair, and meets with the Committee in executive sessions. FW Cook does not provide any services to the Company. The Human Capital & Compensation Committee has determined that FW Cook is independent and does not have any conflict of interest in its dealings with the Human Capital & Compensation Committee. The Human Capital & Compensation Committee made this determination, in part, by reviewing and considering the factors set out by the applicable rules and regulations of the SEC and NASDAQ covering independence, conflicts of interest and compensation advisors.

Human Capital & Compensation Committee Interlocks and Insider Participation

None of the members of the Human Capital & Compensation Committee is or has been an officer of the Company, none was an employee of the Company during fiscal 2021, and none had any relationship with the Company or any of its subsidiaries during fiscal 2021 that would be required to be disclosed as a transaction with a related person. None of the executive officers of the Company has served on the board of directors or compensation committee of another company at any time during which an executive officer of such other company served on the Company’s Board or the Human Capital & Compensation Committee.

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Audit Committee

The Audit Committee has the oversight responsibility for the Company’s financial and enterprise risk management activities:

·	Financial Risk, including:
		Financial reporting
		Internal controls and internal audit function
		Independent audits of the Company’s financial statements

·	Enterprise Risk, including:
		Cybersecurity and privacy
		Business continuity and disaster recovery
		Operational matters, including global supply chain
		Legal compliance

Reporting, Controls and Internal Audit

The Audit Committee monitors the preparation and integrity of our financial statements, our overall financial disclosure practices, the soundness of our system of internal financial controls, our compliance with good accounting practices and the adoption of new accounting standards. The Audit Committee also has oversight responsibility for the performance of our internal audit function and, in this capacity, the Audit Committee approves the annual internal audit plan. The Audit Committee regularly meets in executive sessions with the Company’s independent registered public accounting firm outside the presence of management, and also meets separately in executive sessions with members of senior management and with the head of our internal audit department.

Independent Auditors

The Audit Committee is responsible for the appointment of our independent registered public accounting firm, the oversight of the scope of its audit work and the determination of its compensation. In discharging this responsibility, the Audit Committee reviews our current firm’s qualifications, performance, control procedures and independence, all in accordance with regulatory requirements and guidelines, and periodically considers whether a change in the independent registered public accounting firm is recommended. As part of this evaluation, the Audit Committee considers a number of factors, including the current firm’s capabilities and expertise, industry knowledge and experience, the quality and performance of the lead engagement partner, other professionals and specialists on the audit team, audit methodology, including use of technology, and continuity for the Company. Based on this evaluation, the members of the Audit Committee believe that the selection of EY, our independent registered public accounting firm since 2018, to continue to serve as our independent registered public accounting firm for our fiscal 2022, is in the best interests of the Company and our shareholders.

Cybersecurity and Privacy

The Company considers cybersecurity and privacy to be important issues affecting the enterprise both in terms of reputational risk and economic risk. The Company has implemented comprehensive controls consistent with the requirements of the International Organization for Standardization (“ISO”) and assesses cybersecurity maturity levels against the National Institute of Standards and Technology (“NIST”) framework to set appropriate standards, guidelines and best practices to manage cybersecurity-related risk. The Audit Committee is responsible for the oversight of the Company’s cybersecurity risk identification and mitigation activities, receives reports on these activities on a regular basis, and provides reports regularly to the Board.

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The Company’s cybersecurity program is a continuous process where we strive to:

	·	Identify Threats—both internal and external;

	·	Identify Vulnerabilities—in order to understand any limitations, as well as to identify opportunities involving methodologies and technology;

	·	Assess Risk Exposure—determine the likelihood that vulnerabilities may be exploited and the impact, financial and reputational, of being exploited;

	·	Implement Detection and Protection Measures—through appropriate policies, procedures and use of technology to reduce the likelihood and impact of a breach, including by leveraging third-party cybersecurity experts to conduct vulnerability scanning, penetration testing, workforce control assessments, and a maturity assessment, and to enhance our cybersecurity training curriculum; and

	·	Implement Incident Response Plans—which the Company has documented, leveraging third-party cybersecurity experts, and includes periodic training.

To keep pace with ever-evolving threats and industry best practices, the Company has made, and will continue to make, sizeable investments in the building and development of cybersecurity talent and expertise, and the implementation of state-of-the-art systems and tools. We employ benchmarking to understand best practices and industry trends. We conduct security and compliance assessments throughout the year to validate the efficiency of our programs and practices. We also periodically engage an independent third-party expert to assess our cybersecurity maturity level against our Peer Group and the retail industry. The results of this maturity assessment inform our cybersecurity development roadmap going forward and are presented to the Audit Committee and the Board of Directors by our senior management and representatives from the third-party expert. Katherine Kountze, who is a cybersecurity expert and an experienced information technology C-Suite executive, was recently appointed to the Board of Directors and the Audit Committee. Five other members of the Board are also experienced in data security matters – Ms. Elfers, our CEO, and Mses. Beck, Boland and Griffin, the latter two who each hold key senior financial and operational executive positions at their respective companies, and Mr. Bachman, who is the Chair of the Audit Committee (and chairs the audit committees of other public boards).

In an effort to ensure that the Company’s employees are familiar with the Company’s data security and protection policies and enable them to proficiently handle the threat of cyber-attacks, all employees are required to participate in a cybersecurity awareness training program annually. Our financial, information-technology and other associates who have administrative authority or access to sensitive information are required to attend additional training courses during the year. The Company also circulates cyber awareness materials on a periodic basis on its intranet and holds a “Cyber Awareness Month” each year to promote the importance of cybersecurity topics.

The Company’s SRC meets regularly throughout the year to discuss security risks and is advised by third-party experts where appropriate (e.g., technical and legal experts on cybersecurity and business continuity matters). The Company’s information security team receives daily alerts from the Cybersecurity & Infrastructure Security Agency, part of the U.S. Department of Homeland Security, in an effort to proactively manage the remediation of any new items that may arise. Given that remote working arrangements have increased significantly during the COVID-19 pandemic, the Company monitors internal network activity on a daily and weekly basis.

The Audit Committee receives reports concerning the activities of the SRC and dedicates at least two meetings each year to an in-depth discussion of enterprise risk topics with the SRC’s members, including topics related to cybersecurity. Subsequently, the Board receives updates from the Audit Committee regarding the Company’s risk identification and mitigation activities, including matters related to cybersecurity, and if necessary, the Audit Committee directs the SRC to provide reports on important activities directly to the Board.

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In the event of a suspected data security incident, the Company has in place a cybersecurity incident response team, comprised of members of the Company’s information security, internal audit and legal teams, and whose function is to respond to any such incident, define and seek to control the extent of the incident, assess and remediate any damage caused, and implement measures designed to prevent future reoccurrences. Reports of significant incidents and significant mitigation efforts are provided to the Company’s SRC, and as necessary, to the Audit Committee and the Board.

COVID-19 Pandemic

The onset of the COVID-19 pandemic tested our business continuity program of crisis management and disaster recovery. While nothing could have adequately prepared the Company for a global pandemic that resulted in an extraordinary global disruption of business, the strength of our business continuity preparedness and the experience of our CEO and other senior leaders allowed us to continue to successfully manage through the unprecedented uncertainty and disruption caused by the pandemic. We have implemented and will maintain numerous safety and protective measures in our stores, offices and distribution centers, and we encourage all of our associates to be vaccinated. Our Company will continue to prioritize the health, safety, and welfare of our associates and customers, while we monitor the evolving COVID-19 situation and manage the operational needs of our business.

Business Continuity Management

The Audit Committee oversees the Company’s business continuity management program, consisting of both crisis management and disaster recovery activities. The Company’s crisis management efforts include identification of the roles, responsibilities, actions and events to occur during the first 24-hour period following the occurrence of a crisis; our disaster recovery efforts cover the activities to occur following that initial 24-hour period to ensure our technology, systems, people, company locations and business operations are active or are successfully reactivated as necessary. Business continuity management strategies and capabilities are tested and monitored through periodic meetings of a cross-functional team of Company management. In addition, except during the recent COVID-19 disruption, members of senior management participate in periodic crisis management exercises with third-party experts on crisis management best practices to apply their learnings to the Company’s business continuity management program. Members of senior management are continually engaged to ensure appropriate oversight of business continuity risk management, including the following: (i) periodic reviews of status reports by the Company’s SRC; (ii) periodic updates to our business continuity management strategy and practices, which are reviewed by the SRC and our CEO; and (iii) periodic reviews of business continuity management status and practices by the Audit Committee.

Global Sourcing

The Audit Committee receives regular reports from our sourcing and logistics executives concerning the Company’s global sourcing activities, including in less developed countries where political instability, infrastructure limitations, labor practices and other factors can create operational and reputational risk.

Product Safety & Quality Control

As a children’s apparel retailer, safety is a top priority for the Company. Our products are regulated by the U.S. Consumer Product Safety Commission (“CPSC”), Health Canada, and similar state, provincial and international regulatory authorities. Our product safety and quality program includes factory safety audits, product safety reviews, testing by a CPSC-approved third party laboratory, and quality assurance inspections at various stages of production and upon receipt of products in our distribution centers. Our product safety team is responsible for investigating and assessing product safety and quality issues as they arise, and escalating those issues to the SRC when needed. The

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Audit Committee reviews and receives periodic reports on product safety matters, including any new regulatory developments affecting our products, a summary of identified safety and quality issues, and any updates to our product safety protocols.

Anti-Corruption

We conduct business in numerous countries around the world, including in less developed countries where corruption is more prevalent. Our CEO and the SRC have oversight of our anti-corruption program. The Audit Committee reviews and receives reports on compliance with the Company’s anti-corruption policies and on training activities in these countries. Pre-pandemic, these activities included, and post-pandemic, these actions will again include, regular, periodic in-country training by Company personnel and third-party experts for Company employees and agents, as well as third-party vendor and factory personnel. The Company also uses, and during the pandemic continues to use, online training materials to reach members of management and its associates around the world.

Legal Compliance

The Audit Committee receives reports from our legal department regarding the Company’s compliance related risks, including any material changes in laws and regulations that impact the Company, material legal claims and proceedings involving the Company and code of conduct compliance.

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Fiscal 2021 Audit Committee Report

As stated in the Audit Committee Charter, a copy of which is available on the Company’s corporate website, http://corporate.childrensplace.com in the “Corporate Overview” section under the “Investor Relations” tab and in the section entitled “Corporate Info - Governance Documents,” the Audit Committee’s responsibility is one of oversight. It is the responsibility of Company management to establish and maintain a system of internal controls over financial reporting, to prepare consolidated financial statements of the Company and its subsidiaries in accordance with generally accepted accounting principles (“GAAP”), and to prepare other financial reports and disclosures. Our independent registered public accounting firm is responsible for performing an independent audit of the Company’s consolidated financial statements and to issue a report thereon. The Audit Committee does not provide any expert or other special assurance as to the Company’s financial statements or any expert or professional certification as to the work of our independent registered public accounting firm. In addition to overseeing the preparation and integrity of our financial statements and our overall financial disclosure practices, the Audit Committee oversees the Company’s enterprise risk management activities.

At Audit Committee meetings in 2021, the Audit Committee met with the Company’s internal and independent auditors, with and without management present, to discuss the overall scope of their respective annual audit plans, the results of their respective audits, the effectiveness of the Company’s internal controls over financial reporting, including management’s and EY’s reports thereon, the bases for the conclusions expressed in those reports, and the overall quality of the Company’s financial reporting. In addition, the Audit Committee reviewed and discussed with management the Company’s audited consolidated financial statements for fiscal 2021, and met and held discussions with management, the Company’s independent registered public accounting firm and the head of the Company’s internal audit function (both with and without management present) regarding the fair and complete presentation of the Company’s financial results and discussed the significant accounting policies applied in the Company’s financial statements as well as alternative treatments. The Audit Committee also reviewed and discussed with management, the head of the Company’s internal audit function and the Company’s independent registered public accounting firm the reports required by Section 404 of the Sarbanes Oxley Act of 2002, namely, management’s annual assessment of the Company’s internal controls over financial reporting and the Company’s independent registered public accounting firm’s attestation report thereon. The Audit Committee has discussed with the Company’s independent registered public accounting firm the matters required to be discussed by Auditing Standard No. 1301, Communications with Audit Committees, issued by the Public Company Accounting Oversight Board, or “PCAOB”. In addition, the Audit Committee has received the written disclosures and the letter from the Company’s independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence and has discussed with the independent registered public accounting firm such firm’s independence.

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board that the Company’s audited consolidated financial statements for fiscal 2021 be included in our Annual Report on Form 10-K for such fiscal year for filing with the SEC.

The foregoing Audit Committee report has been submitted by the members of the Audit Committee: John E. Bachman (Chair), Elizabeth J. Boland and Katherine Kountze.

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Attendance at Board and Committee Meetings

The chart below sets forth the number of Board and Committee meetings (in-person, by video conference and telephonic) and Director attendance at such meetings during fiscal 2021.

Board of
Directors

Corporate Responsibility,
Sustainability &
Governance
Committee

Human Capital &
Compensation
Committee

Audit
Committee

Number of Meetings

Attendance

All directors,

all meetings

All members,
all meetings

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Board Nominees for Directors

In evaluating individual Directors and Director nominees, the Corporate Responsibility, Sustainability & Governance Committee seeks candidates with strong reputations and experience in areas relevant to the strategy and operations of our business and takes into account many factors, including diversity, gender, age, educational and professional background, and personal accomplishments. The Corporate Responsibility, Sustainability & Governance Committee, however, does not base its nomination of a candidate solely on these factors.

The Corporate Responsibility, Sustainability & Governance Committee also strives to nominate candidates with a variety of complementary skills so that, as a group, the Board will possess the appropriate talent, skills and expertise to oversee the Company’s business and strategic initiatives. Each Director nominee of the Company has served in a senior leadership position in a large, complex organization and has gained extensive experience in core management skills, such as strategic and financial planning, financial reporting, corporate governance, risk management and leadership development. This variety and depth of experience enables the Director nominees to make significant contributions to the deliberations of the Board. See the Summary of Director Nominee Core Competencies table on page 7 above under the heading “Proxy Summary”.

Biographical information for each candidate nominated for election at the Annual Meeting is set forth below.

Joseph Alutto, 80

Independent Director

Since 2008

Career Highlights. Dr. Alutto currently serves as the Chair of our Corporate Responsibility, Sustainability & Governance Committee. From June 2016 to present, Dr. Alutto has been the Distinguished Professor of Organizational Behavior - Emeritus at The Ohio State University and from June 2014 to June 2016 he was the Distinguished Professor of Organizational Behavior at the University. From July 2013 to June 2014, Dr. Alutto served as Interim President of The Ohio State University. Prior to that, from October 2007 to July 2013, Dr. Alutto served as Executive Vice President and Provost of The Ohio State University. Dr. Alutto also served as the institution’s Interim President and Provost from July 2007 to October 2007. Prior to these positions, Dr. Alutto served as the Dean of the Max M. Fischer College of Business at The Ohio State University for 16 years.

Experience and Skills. Dr. Alutto’s experience in senior leadership positions with an institution such as The Ohio State University brings to the Company an in-depth understanding of organizational behavior, operations, processes, strategy, risk management and talent management.

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John E. Bachman, 66 Independent Director Since 2016		Career Highlights. Mr. Bachman currently serves as the Chair of our Audit Committee and as a member of our Corporate Responsibility, Sustainability & Governance Committee. Prior to his retirement in 2015, Mr. Bachman was a partner at the accounting firm of PricewaterhouseCoopers LLP (“PwC”). At PwC, Mr. Bachman served for six years as the Operations Leader of the firm’s U.S. Assurance Practice with full operational and financial responsibility for this $4 billion line of business (at that time), which included the firm’s audit and risk management practices. Prior to this role, Mr. Bachman served for three years as the firm’s Strategy Leader where he was responsible for strategic planning across business units, geographies and industries. Mr. Bachman also served as an audit partner for over 35 years for companies in the industrial manufacturing, financial services, publishing, healthcare and other industries. Mr. Bachman received an MBA from the Harvard University Graduate Business School and is a retired CPA.

		Experience and Skills. Mr. Bachman brings years of experience in the development and oversight of business strategies and the operational leadership of a large complex organization. He also brings over 35 years of experience in accounting and auditing. Mr. Bachman qualifies as an “audit committee financial expert” under applicable SEC rules.

		Other Public Directorships: Grocery Outlet Holding Corp. (since 2019) and Recharge Acquisition Corp. (since 2020).

Marla Beck, 51 Independent Director Since 2015		Career Highlights. Ms. Beck currently serves as a member of our Corporate Responsibility, Sustainability & Governance Committee. She is the former Chief Executive Officer of Bluemercury, a retailer and online seller of upscale beauty products and spa services Ms. Beck founded in 1999. Bluemercury was acquired by Macy’s, Inc. in 2015 and operated as a stand-alone business with Ms. Beck as CEO through June 2021. Prior to 1999, Ms. Beck was a consultant for McKinsey & Company. She holds an MBA and MPA from Harvard University.

		Experience and Skills. Ms. Beck’s experience as the former Chief Executive Officer of Bluemercury brings to the Board a valuable perspective and experience with respect to brand management, brand marketing, digital, including e-commerce, and the management of a national retailer.

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Elizabeth J. Boland, 62 Independent Director Since 2019		Career Highlights. Ms. Boland currently serves as a member of our Audit Committee. Since June 1999, Ms. Boland has served as the Chief Financial Officer of Bright Horizons Family Solutions Inc., a leading global provider of child care and early education and workplace education services based in the United States. Ms. Boland joined Bright Horizons in 1997 and served as the Chief Financial Officer for the company’s initial public offering later that year. Subsequent to the merger between Bright Horizons and Corporate Family Solutions, Inc. in 1998, Ms. Boland served as Senior Vice President of Finance until she was appointed Chief Financial Officer of the surviving merged company in 1999. From 1994 to 1997, Ms. Boland served as the Chief Financial Officer of The Visionaries, Inc., a non-profit television production company. From 1990 to 1994, Ms. Boland served as Vice President-Finance for Olsten Corporation, a publicly-traded home health care staffing company. From 1981 to 1990, Ms. Boland served on the audit staff at PwC in Boston, MA, completing her tenure as a senior audit manager. Ms. Boland is a graduate of the University of Notre Dame and is a CPA.

		Experience and Skills. Ms. Boland brings the Board years of senior level executive experience and a valuable perspective in finance, accounting and auditing practices. Ms. Boland qualifies as an “audit committee financial expert” under applicable SEC rules.

Jane Elfers, 61 Director Since 2010		Career Highlights. Ms. Elfers became our President and Chief Executive Officer in January 2010. She set our strategic vision as a leading global, omni-channel children’s apparel brand, and developed our key strategic growth initiatives, including superior product, digital transformation, and optimization of our store fleet. Ms. Elfers led our successful company-wide, multi-year transformation by assembling, motivating and leading a best-in-class management team and she has delivered our transformative results by fostering a culture of operational excellence.

		Experience and Skills. Ms. Elfers formerly served as President and Chief Executive Officer of Lord & Taylor from May 2000 to September 2008. She is a graduate of Bucknell University where she received a degree in Business Administration and where she serves on the Board of Trustees.

John A. Frascotti, 61 Independent Director Since 2021		Career Highlights. Mr. Frascotti currently serves as a member of our Corporate Responsibility, Sustainability & Governance Committee. He is a Special Advisor to Hasbro, Inc. (“Hasbro”) and served as Hasbro’s President and Chief Operating Officer from 2018 until his retirement on March 31, 2021. Mr. Frascotti joined Hasbro in 2008 as Executive Vice President and Chief Marketing Officer, became President of Hasbro Brands in 2014, and became President of Hasbro in 2017. In 2018, he was also named Chief Operating Officer, and became a member of Hasbro’s Board of Directors. Before joining Hasbro, Mr. Frascotti served in several senior executive positions at Reebok International Ltd. and myteam.com. Mr. Frascotti received his B.A. in Economics from Yale University, where he graduated Phi Beta Kappa and summa cum laude, and his J.D., cum laude, from Harvard Law School.

		Experience and Skills. Mr. Frascotti brings to the Board extensive expertise and leadership in brand building, omni-channel retail strategies, digital marketing, global supply chain management, investor relations and talent development.

		Other Public Company Directorships: Party City, Inc. (since 2019).

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Tracey R. Griffin, 57 Independent Director Since 2020		Career Highlights. Ms. Griffin currently serves as a member of our Human Capital & Compensation Committee. She is the Chief Financial Officer and Chief Operating Officer of Framebridge, Inc., an online and retail custom framing brand. Prior to her position at Framebridge, Ms. Griffin served as the Chief Financial Officer of lifestyle retail brand Kendra Scott, from September 2018 to November 2019. Prior to that, Ms. Griffin served as the Chief Financial Officer of PANDORA Americas, a global affordable jewelry brand, from February 2016 to September 2018, following her tenure as the Chief Operating Officer from October 2014 to February 2016. In these roles at PANDORA, Ms. Griffin was responsible for implementing and overseeing strategic growth initiatives across the company, including its expansion into Latin America. Prior to that, she served as a Senior Partner at McKinsey & Company, a global management consulting firm, where she focused on retail and consumer goods clients. Ms. Griffin currently serves on the Board of the non-profit organization Partnership for a Healthier America, where she is the Chair of the Finance and Audit Committee and has previously served on the Board and Strategy Committee of United Negro College Fund. Ms. Griffin has a bachelor’s degree in Finance from Georgetown University and an MBA from Stanford University.

		Experience and Skills. Ms. Griffin brings to the Board years of experience as a senior financial and operations executive in the consumer and retail industries, including a broad strategic and operational skill set.

		Other Public Company Directorships: ADT Inc. (since 2018).

Katherine Kountze, 59 Independent Director Since 2021		Career Highlights. Ms. Kountze currently serves as a member of our Audit Committee. She is the Executive Vice President & Chief Information Officer of DentaQuest, a purpose-driven oral health care company and has held that position since April 2021. Prior to DentaQuest, from 2010, Ms. Kountze was the Senior Vice President and Chief Information Officer at Eversource Energy, a business and residential energy provider serving the Northeastern United States. From 2001 to 2010, Ms. Kountze served in various senior information and data security positions at The United Illuminating Company, culminating in her role as Vice President and Chief Information Officer in 2007. Ms. Kountze is a member of several advisory councils and industry organizations, including the Massachusetts Cybersecurity Strategy Council, the Boston CIO Leadership Advisory Council, the AT&T Executive Customer Advisory Committee, and the Advisory Board for Apprenti, a technology apprenticeship program. Ms. Kountze received her Bachelor of Arts degree in Actuarial Math & Science from the University of Connecticut, a Master of Science degree in Computer Science from the University of New Haven, and a Certificate for Finance Accounting from Harvard Business Online.

		Experience and Skills. Ms. Kountze is an expert in cybersecurity and brings to the Board years of C-Suite experience in all aspects of information technology, including digital transformation matters.

		Other Public Company Directorships. Bombardier Recreational Products Inc. (since 2020).

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Norman Matthews, 89 Independent Director Since 2009		Career Highlights. Mr. Matthews currently serves as our Chairman of the Board and as a member of our Human Capital & Compensation Committee and Corporate Responsibility, Sustainability & Governance Committee. Mr. Matthews served as President of Federated Department Stores until his retirement in 1988. He joined Federated Department Stores in 1978 as Chairman-Gold Circle Stores Division. He was promoted to Executive Vice President of Federated Department Stores in 1982, to Vice Chairman in 1984 and to President in 1987. Prior to joining Federated Department Stores, Mr. Matthews served as Senior Vice President, General Merchandise Manager for E.J. Korvette, and as Senior Vice President, Marketing and Corporate Development for Broyhill Furniture Industries. In 2005, Mr. Matthews was named as one of eight outstanding directors by the Outstanding Directors Exchange. Mr. Matthews received an MBA from the Harvard University Graduate Business School.

		Experience and Skills. Mr. Matthews possesses an extensive knowledge of the apparel and retail industries and corporate governance practices from his years as a senior executive and a member of the boards of directors of several public companies. Mr. Matthews’ experience provides him with a deep understanding of corporate governance processes and trends, and the complex strategic, risk and other oversight responsibilities associated with the role of the chairman of a public company.

		Other Public Company Directorships: Party City, Inc. (since 2014); Grocery Outlet Holding Corp. (since 2019); and ThredUp Inc. (since 2021).

Debby Reiner, 54 Independent Director Since 2019		Career Highlights. Ms. Reiner currently serves as a member of our Human Capital & Compensation Committee, and, upon her election at the Annual Meeting, will become the Chair of that Committee immediately following the Annual Meeting. Since 2020, Ms. Reiner has served as President, Global Clients at Grey Global Group, a division of WPP plc (“WPP”). Ms. Reiner also leads the Procter & Gamble relationship globally for WPP across all marketing disciplines. From 2016 to 2020, Ms. Reiner served as the Chief Executive Officer of Grey New York. From 2014 to 2016, Ms. Reiner served as Grey New York’s President/Global P&G. Ms. Reiner joined Grey Group in 1989 as an Assistant Account Executive on P&G, Grey Group’s largest client and the world’s largest advertiser. She has been instrumental to transforming the communications model for many of the most successful global brands, leading a shift to digitally-led, omni-channel programs across a range of consumer products categories. Ms. Reiner graduated magna cum laude from Harvard University with a BA in History.

		Experience and Skills. Ms. Reiner possesses significant experience as a senior executive in the consumer products industry and brings the Board a valuable perspective and insight with respect to omni-channel brand-building programs.

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EXECUTIVE OFFICERS

Set forth below are the names, ages and titles of our executive officers as of March 25, 2022:

Name	Age	Position
Jane Elfers	61	Chief Executive Officer and President, Director
Leah Swan	48	Chief Operating Officer
Robert Helm	42	Chief Financial Officer
Claudia Lima-Guinehut	43	Senior Vice President, Global Merchandising & Strategic Partnerships
Jared E. Shure	41	Senior Vice President, General Counsel & Corporate Secretary

The biography of Ms. Elfers is set forth above under the heading “Corporate Governance at The Children’s Place—Board Nominees for Directors” above.

Leah Swan joined The Children’s Place in 2016. As the Company’s Chief Operating Officer, she oversees information technology, real estate, legal and enterprise transformation & risk. Ms. Swan brings over 25 years’ experience in the retail industry, holding Senior Vice President roles at Ross Stores and Gap Inc., and earlier in her career working for Williams Sonoma and The Walt Disney Company. Ms. Swan earned a BA from the University of Canberra of Australia.

Robert Helm joined The Children’s Place in 2016 as Vice President and Controller. During his tenure, he has assumed roles of increasing responsibility, culminating in his appointment as the Chief Financial Officer of the Company on April 1, 2021. As the Chief Financial Officer, Mr. Helm is responsible for overseeing the Company’s financial planning and analysis, financial reporting, accounting, treasury, procurement and internal audit functions. Before joining The Children’s Place, Mr. Helm spent over 10 years holding finance leadership roles at prominent retailers including Ralph Lauren, Rag & Bone, and FreshDirect. Mr. Helm began his career in public accounting and auditing, including at KPMG LLP in the NY metro audit practice. Mr. Helm earned his BS in Finance from Ramapo College and his BS in Accounting from William Paterson University of New Jersey.

Claudia Lima-Guinehut joined the Company in 2014 and has held positions of increasing responsibility, culminating in her appointment as Senior Vice President, Global Merchandising in 2019. In her current role leading Global Merchandising and Strategic Partnerships, Ms. Lima-Guinehut is responsible for creating and delivering successful product and merchandising strategies. Prior to joining the Company, she served as Director of International Merchandising for Destination Maternity and held management roles during her 20 year career at Zara, Camuto Group, Ralph Lauren and Fifth & Pacific Companies. Ms. Lima-Guinehut earned her BS in Marketing from New York University and her SIPA MBA from Columbia University.

Jared E. Shure joined the Company in 2018 as Vice President, Assistant General Counsel. During his tenure, he has assumed roles of increasing responsibility, including being appointed Deputy General Counsel in 2019 and General Counsel and Corporate Secretary in 2021. Mr. Shure has more than 15 years of business and legal experience. Prior to joining the Company, he was a Vice President & Corporate Counsel at Kate Spade & Company and a Vice President & Deputy General Counsel at Tapestry, Inc. following its acquisition of Kate Spade. Mr. Shure began his legal career as a mergers & acquisitions associate at O’Melveny & Myers LLP and Paul, Weiss, Rifkind, Wharton & Garrison LLP. Mr. Shure earned his BS in Business Administration from the University of North Carolina and his JD from Cornell Law School.

As previously announced, Bradley Cost stepped down from his position as Senior Vice President, General Counsel, Corporate Secretary and as an executive officer of the Company in July 2021, and remains with the Company as Senior Advisor to the President and Chief Executive Officer.

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EXECUTIVE AND DIRECTOR COMPENSATION

COMPENSATION DISCUSSION & ANALYSIS

This CD&A has five sections:

Topic	Page
Summary	37
Fiscal 2021 Financial Performance Highlights	42
Elements of Compensation Program	44
Compensation Process and Policies	48
Human Capital & Compensation Committee Report	51

SUMMARY

Compensation Philosophy

Attract, Motivate, Reward and Retain		Encourage Strong Financial Performance		Align Pay with Performance
Entice and keep superior executive talent committed to our Company, in a highly competitive environment		Encourage strong financial performance on an annual and long-term basis, without encouraging excessive risks		Compensation is directly linked to Company performance, including the progress being made against strategic growth initiatives

2021 Shareholder Engagement and Say-on-Pay Vote

2021 Shareholder Engagement

Shareholders Contacted	Shareholders Engaged	Director Participation
Over 77% of our outstanding shares at the time of invitation	Over 32% of our outstanding shares at the time of invitation	Two independent Directors, together with members of senior management, participated in all engagement conversations
Primary Compensation Topics Discussed
· Company Responsiveness to Shareholder Feedback · Fiscal 2021 CEO Compensation Overview · Fiscal 2021 Financial Performance Highlights, Accelerated Digital Transformation and Fleet Optimization Initiatives


	2022 PROXY STATEMENT	37

EXECUTIVE AND DIRECTOR COMPENSATION

Shareholder Engagement

Our Board and senior management team have a long and continuous history of engaging with shareholders and responding to their feedback. 2021 marked the 10^thconsecutive year that members of the Board –– the Chair of the Corporate Responsibility, Sustainability & Governance Committee and the Chair of the Human Capital & Compensation Committee –– together with members of senior management, engaged in conversations with our shareholders to exchange ideas and share perspectives.

Feedback on 2021 Say-on-Pay Vote

In addition, we heard from shareholders that they strongly supported the go-forward enhancements made to our CEO’s fiscal 2021 compensation discussed below.

How We Responded

Further, the Board made several enhancements to our CEO’s fiscal 2021 compensation that were based on shareholder feedback. These changes for fiscal 2021 included:

	·	Significantly reducing the CEO’s aggregate LTIP equity award date value (to $6 million from $10 million);

	·	Granting performance-based equity as a larger percentage (to 70% from 50%) of the overall CEO LTIP opportunity; and

	·	Restoring core performance metrics for the CEO LTIP award, combined with the continued use of ESG and relative ROIC modifiers.

2022 PROXY STATEMENT

EXECUTIVE AND DIRECTOR COMPENSATION

The full array of topics discussed with our shareholders during our fiscal 2021 year-end engagement impacting executive compensation is set forth below. For a summary of other engagement topics, please see the “Proxy Summary—2021 Shareholder Engagement and Say-on-Pay Vote” beginning on page 8 above.

Compensation Topics

Key Points Discussed

Fiscal 2021

CEO Compensation

· As previously disclosed in our 2021 proxy statement, shareholder feedback led to go-forward enhancements to CEO compensation for fiscal 2021:

Significantly reduced total CEO compensation as a result of a large reduction in the aggregate award date value of equity under the Company’s LTIP: $6 million award date value of CEO equity awards in fiscal 2021 versus $10 million in fiscal 2020 and prior years

Greater percentage of CEO performance-based equity awards (PRSUs): 70% in fiscal 2021 versus 50% in fiscal 2020

Restored core financial performance metrics for PRSUs (adjusted EPS, adjusted operating margin expansion and adjusted ROIC) and restored three-year performance period

Continued the use of an ESG modifier (percentage use of responsibly sourced Better Cotton) and resumed the use of a relative adjusted ROIC modifier for PRSUs

· Steps taken in response to shareholder feedback and to address the 2021 Say-on-Pay vote will significantly tighten the link between pay and performance.

· We noted to shareholders that due to SEC disclosure requirements, the Summary Compensation Table in this 2022 Proxy Statement would reflect the one-time modification to the CEO’s 2019 LTIP award as a new award, despite that modification having been already reflected in our 2021 proxy statement and accounted for in our 2021 Say-on-Pay vote.

Fiscal 2021

Performance Highlights

· Achieved record adjusted gross margin, adjusted operating margin and adjusted EPS in fiscal 2021.

· Accelerated strategic digital transformation, with our digital sales representing approximately 45% of total sales in fiscal 2021 and a near term annual digital penetration planned at 50%.

· In furtherance of our fleet optimization strategy, given our ability to secure favorable lease terms, we closed 256 stores in fiscal 2020 and 2021 against an original target of 300.

· While managing the challenges of the COVID-19 pandemic, we introduced Sugar & Jade into the Company’s portfolio of brands that also includes The Children’s Place and Gymboree.

2022 PROXY STATEMENT

EXECUTIVE AND DIRECTOR COMPENSATION

Compensation of Our CEO in Fiscal 2021

The following table outlines the compensation program for our CEO in fiscal 2021. This program was previously disclosed in our 2021 proxy statement.

Our CEO’s annual salary and target bonus opportunity did not change in fiscal 2021 from fiscal 2020 and prior years. In response to shareholder feedback, our CEO’s fiscal 2021 LTIP equity award reflects:

	·	A large reduction in the aggregate award date value of the equity awarded under the Company’s LTIP ($6 million in fiscal 2021 versus $10 million in fiscal 2020 and prior years);

	·	A greater percentage of performance-based equity (PRSUs) than the fiscal 2020 equity award (70% in fiscal 2021 versus 50% in fiscal 2020); and

	·	A return of performance metrics to the Company’s core historical performance metrics, the continued the use of an ESG modifier and the resumed the use of a relative adjusted ROIC modifier.

The 2021 CEO LTIP with a higher percentage of PRSUs was also motivated by the Board’s determination that the award’s three-year performance period (fiscal 2021 – fiscal 2023) is a critical time for our Company and that our CEO should be incentivized to drive financial performance.

Pay Element	Component	Performance Element	Link to Strategic Growth Initiatives
Base Salary and Other (12%)	Cash	· Reviewed periodically in light of market practices, performance factors, and advice from our independent compensation consultant · Fiscal 2021 base salary remained unchanged from pre-pandemic levels	· Reflects job responsibilities, skills and experience and provides a reasonable, competitive level of fixed compensation
Annual Performance Bonus At Target (20%)	Cash	· Adjusted operating income	· Rewards achievement of annual financial performance goals · Adjusted operating income measures progress on our strategic growth initiatives by measuring operating performance · Formula-driven payouts range from 0%-200% of target
Long-Term Performance- Based Equity At Award Date Value (68%)	Performance-Based Restricted Stock Units (PRSUs) & Time-Based Restricted Stock Units (TRSUs)	70% Performance-Based Equity (PRSUs). Performance Metrics: · Adjusted EPS (50%) · Adjusted Operating Margin Expansion (25%) · Adjusted ROIC (25%) · ESG Modifier (+/- 25%) · Relative Adjusted ROIC Modifier (+/- 25%) · 3-year performance period 30% Time-Based Equity (TRSUs) · 3-year vesting period	· Rewards achievement of performance and strategic goals and aligns CEO interests with shareholder interests · Adjusted EPS measures progress on strategic growth initiatives by measuring profitability · Adjusted Operating Margin Expansion measures progress toward increasing our operating margin · Adjusted ROIC measures the success of strategic growth initiatives, including the investments in the business transformation through technology initiatives · ESG Modifier is based on the use of responsibly sourced Better Cotton · Relative Adjusted ROIC Modifier is based on the ranking of our adjusted ROIC relative to the adjusted ROIC of companies in our peer group

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Executive Compensation Best Practices, Including Those Based on Shareholder Feedback Over Time

Executive and Director Compensation Best Practices
	Value driving performance metrics in the annual bonus plan and LTIP that measure progress on our financial results, strategic growth initiatives and include a sustainability (ESG) metric in LTIP awards
	Robust stock ownership guidelines and holding requirements for our CEO, other senior executives and independent Directors
	No tax gross-ups (excluding those in connection with standard relocation expenses)
	All equity subject to “double trigger” vesting upon a change in control
	Annual benchmarking of independent Director compensation by an independent compensation consultant
	Cap on the aggregate fair market value of equity awards made to each independent Director in any calendar year
	Annual compensation risk assessment by management and an independent compensation consultant
	Annual peer group review by an independent compensation consultant
	Incentive compensation clawback policy in the case of financial restatements and other activity that is in conflict with or adverse to the interests of the Company, applicable to both the annual bonus plan and LTIP
	No hedging and pledging activities in Company stock by our Directors, executives (including our NEOs) and employees
	Bonus and performance share caps

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FISCAL 2021 FINANCIAL PERFORMANCE HIGHLIGHTS

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1	See “Peer Group” on Page 48

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ELEMENTS OF COMPENSATION PROGRAM

Components of Compensation

Our executive compensation program has historically consisted of four basic elements:

		Base salary
		Annual performance-based cash bonus opportunity
		Long-term incentive equity awards (time-based and performance-based)
		Employee benefits and perquisites

Base Salary

Purpose. The Human Capital & Compensation Committee intends that base salary provide a reasonable, competitive level of fixed compensation based on responsibilities, skills and experience.

Our Human Capital & Compensation Committee reviews base salary benchmarking information provided by their independent compensation consultant on an annual basis. The base salaries of our NEOs are generally +/- 10% of the median of our Peer Group and our industry. We believe that setting salaries in this range mitigates the incentive that might otherwise exist for an executive to support short-term focused or higher-risk business strategies if fixed compensation was set substantially below the median.

Annual Performance-Based Cash Bonus Opportunity

Purpose. Our annual bonus plan rewards performance over a one-year period against a financial performance measure pre-established by the Human Capital & Compensation Committee. As in the past, this measure for fiscal 2021 was adjusted operating income. The Human Capital & Compensation Committee believes that, as a measure of operating performance, adjusted operating income measures progress on our strategic growth initiatives and is an important driver of shareholder value.

Terms of Annual Bonus Plan. The Human Capital & Compensation Committee assigns our executives, including our CEO and the other NEOs, a bonus target opportunity expressed as a percentage of base salary (for our CEO, 160% of base salary, and for our other NEOs, ranging from 60% of base salary to 100% of base salary). For fiscal 2021, these formula-driven cash payouts could have ranged from zero, if Company performance fell below an adjusted operating income threshold, to 100% of bonus opportunity, if the adjusted operating income target was met, and up to a maximum of 200% of the target bonus opportunity, if performance exceeded target. Based on market trends surveyed by our Human Capital & Compensation Committee’s independent compensation consultant and reviewed with the Human Capital & Compensation Committee, we believe that our management’s bonus opportunities in fiscal 2021, as a percentage of base salaries, were generally in-line with those of our Peer Group and our industry. Our annual bonus plan provides the Human Capital & Compensation Committee with the authority to reduce the amount of bonus paid to a participant, or some or all participants, if the Human Capital & Compensation Committee determines that such reduction is appropriate. See “Annual Cash Bonus for Fiscal 2021” on page 47 below for the cash bonuses paid to our CEO and the other NEOs for fiscal 2021.

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Long-Term Incentive Equity Awards

Purpose. The Human Capital & Compensation Committee uses performance-based equity as a reward for the contribution to our performance, including the progress made on our strategic growth initiatives, and to align the interests of members of our senior leadership team with those of our shareholders. Time-based equity is used to provide for retention, thereby promoting stability of our senior leadership team, and to reward our senior leadership team.

Types of Awards. During fiscal 2021, we granted time-based and performance-based awards to members of our senior leadership team, including our CEO and the other NEOs, under our LTIP. As with other elements of our executive compensation, based on data surveyed by the Human Capital & Compensation Committee’s independent compensation consultant and reviewed with the Human Capital & Compensation Committee, we believe that the award date value of these equity awards in fiscal 2021 were generally within the range of our Peer Group and our industry. These awards consisted of time-based restricted stock units (“TRSUs”) and performance-based restricted stock units (“PRSUs”).

In response to shareholder feedback, our CEO’s fiscal 2021 LTIP equity award consisted of a greater percentage of performance-based equity than the fiscal 2020 award (70% PRSUs in fiscal 2021 versus 50% in fiscal 2020), a three-year performance period, and reflected a large reduction in the aggregate award date value of the equity awarded ($6 million in fiscal 2021 versus $10 million in fiscal 2020 and prior years). The fiscal 2021 PRSU performance metrics also reflect a return to the Company’s core historical performance metrics, together with the continued use of an ESG modifier, first used in fiscal 2020, and the resumed use of a relative adjusted ROIC modifier.

For fiscal 2021, the Human Capital & Compensation Committee returned to LTIP equity awards for senior leadership team members (other than our CEO) comprised of 50% TRSUs and 50% PRSUs. These TRSUs and PRSUs have an annual vesting over three years and a three-year performance period, respectively, and, in the case of PRSUs, the same core historical performance metrics and ESG and relative adjusted ROIC modifiers as our CEO.

Our Human Capital & Compensation Committee determines whether the TRSUs and/or PRSUs are settled in shares of Common Stock, in cash equal to the fair market value of such shares at the time of vesting, or part in shares of Common Stock and part in cash. To date, all awards under our LTIP have been settled in shares of Common Stock. We typically award equity in the first half of a fiscal year, as well as in connection with certain new-hire awards and promotions.

At January 29, 2022 (the end of fiscal 2021), there were 596,216 shares of Common Stock available for grant under our Fourth Amended and Restated 2011 Equity Incentive Plan (the “2011 Equity Plan”).

Time-Based Stock Awards. The TRSUs awarded in fiscal 2021 are subject to annual vesting, in three equal annual installments. The recipient must be employed by the Company on the applicable vesting dates in order to receive the vesting shares. The three-year vesting period underscores the long-term and retentive focus of this award program.

Mindful to avoid “pay for failure,” generally, the Human Capital & Compensation Committee requires that TRSUs provide for forfeiture if the awardee leaves the Company voluntarily or is terminated by the Company without cause.

Performance-Based Stock Awards. Our fiscal 2021 PRSUs tie payouts directly to Company performance based on pre-established performance metrics over a three-year performance period (fiscal 2021–2023), with cliff vesting of earned shares at the end of the three-year performance period.

PRSU Performance Metrics. In fiscal 2021, the Human Capital & Compensation Committee returned to the Company’s core historical performance metrics, continued the use of an ESG modifier (first used in fiscal 2020) and resumed the use of a relative adjusted ROIC modifier. The Human Capital & Compensation Committee sets

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targets for the performance period based on the Board approved multi-year operating plan, which takes into account our planned stock repurchases. Eligible members of our senior leadership team, including our CEO and the other NEOs, may earn from 0% to 300% of their target 2021 PRSUs based on the following metrics:

Performance Metric (weighting)	Rationale for Selection
Adjusted EPS (50%)		· Creates a strong focus on our overall profit goal and the underlying drivers of revenue growth, cost control, cash flow, and ultimately total shareholder return.
Adjusted Operating Margin Expansion (25%)		· Added in fiscal 2016 based on feedback from our shareholders. · Directly measures the progress we are making on our strategic growth initiatives. · Management can more directly affect these metrics. · Key valuation drivers in the specialty retail industry.
Adjusted ROIC (25%)
ESG Modifier (+/- 25%)		· Added in fiscal 2020. · Measures the use of responsibly sourced Better Cotton. · Focuses on Company’s ESG initiatives.
Relative Adjusted ROIC Modifier (+/- 25%)		· Added first in fiscal 2018 (and resumed use in fiscal 2021) in response to shareholder feedback calling for use of a relative metric and noting adjusted ROIC as a preferred metric. · Directly measures the progress we are making on our strategic growth initiatives. · Focuses on direct operational performance (as compared to the use of relative TSR, which the Company previously discontinued based on shareholder feedback).

Modifiers. The ESG modifier and the relative adjusted ROIC modifier, in the case of significant outperformance or underperformance, adjust up or down the number of shares of Common Stock otherwise earned by reference to the core performance metrics. The ESG modifier is based on the percentage usage of responsibly sourced Better Cotton in our products at the end of the three-year performance period. The relative adjusted ROIC modifier is based on the ranking of our adjusted ROIC relative to the adjusted ROIC of companies in our Peer Group at the end of the three-year performance period.

Employee Benefits and Perquisites

The Company provides its senior leadership team (including the NEOs, but other than our CEO) with the same employee benefits other employees receive, including health insurance coverage. In addition, they also receive group long-term disability coverage, an opportunity to participate in our voluntary deferred compensation plan, an opportunity to purchase supplemental disability coverage, and certain other modest perquisites. In the case of our CEO, perquisites were agreed to as a result of the arms-length negotiation of her employment agreement and were determined by the Human Capital & Compensation Committee to be important for retaining an executive of her talent. Any personal income taxes due as a result of these perquisites are the responsibility of the recipients, as we do not provide tax gross-ups (other than in connection with certain standard relocation expenses).

The Company uses severance guidelines. These guidelines are designed to offer our employees fair and adequate replacement income based upon market practice. In general, all of the members of our senior leadership team (including the NEOs, but other than our CEO) participate under the same severance guidelines that are applied to other employees. Our CEO’s severance arrangements are as provided in her employment agreement.

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Incentive Compensation For Fiscal 2021

Annual Cash Bonus for Fiscal 2021. The Company’s actual adjusted operating income in fiscal 2021 of $288.6 million exceeded the adjusted operating income target of $84.5 million under our 2021 Management Bonus Plan. Cash bonuses for fiscal 2021 for our CEO and the other NEOs are set forth below:

Name	Title	Bonus Amounts
Jane Elfers	President & Chief Executive Officer	$3,520,000
Leah Swan	Chief Operating Officer	$1,460,577
Robert Helm	Chief Financial Officer	$787,500
Bradley Cost	Senior Advisor	$600,000
Claudia Lima-Guinehut	Senior Vice President, Global Merchandising and Strategic Partnerships	$600,000

2018 Performance-Based Equity. The PRSUs awarded in fiscal 2018 had a three-year performance period (fiscal 2018-2020) and would have vested in fiscal 2021, if earned. However, as previously disclosed in our 2019 proxy statement, the 2018 PRSUs were voluntarily returned in fiscal 2018 by our CEO and the other NEOs at the time in order to provide support for our strategic decisions at the time, while continuing to deliver appropriate returns to our shareholders.

2019 Performance-Based Equity. As previously disclosed in our 2021 proxy statement, a portion of our CEO’s and former CFO’s 2019 PRSUs (having a two-year performance period (fiscal 2019-2020)) were awarded in fiscal 2020 and were delivered in fiscal 2021 at approximately 90% of target based on a performance methodology modified in fiscal 2020 by the Human Capital & Compensation Committee and described in our 2021 proxy statement. Also as disclosed in our 2021 proxy statement, in order to promote our CEO’s retention, and mindful of shareholder feedback, the Board also added an additional one-year holding requirement (to June 2022) to the shares awarded to our CEO under her 2019 PRSUs.

Other members of our senior leadership team were also awarded PRSUs in fiscal 2019, but with a three-year performance period (fiscal 2019-2021). Earned shares under these 2019 PRSUs will vest in fiscal 2022. The terms of these 2019 PRSUs are summarized below:

		Performance was measured over a three-year period, with cliff vesting of earned shares following the end of the period.

		Performance metrics consisted of adjusted EPS (50%), adjusted operating margin expansion (25%) and adjusted ROIC (25%).

		A modifier which adjusts (up, down or not at all) the number of shares of Common Stock otherwise earned by reference to the above-mentioned performance metrics. The modifier is the ranking of our adjusted ROIC relative to the adjusted ROIC of companies in our Peer Group.

Future LTIP Performance Goals. While the Company discloses performance metrics and their weighting for outstanding PRSUs, the Company does not disclose performance targets for PRSUs, other than performance targets related to PRSUs which are vested, because to do so would disclose material non-public and/or competitively sensitive information.

Non-GAAP Financial Measures

The Company uses non-GAAP results as one of the metrics to measure operating performance, including to measure performance for purposes of the Company’s incentive compensation. Adjusted financial measures are non-GAAP measures and are not intended to replace GAAP financial information. The Company believes that the unusual and non-recurring items excluded as non-GAAP adjustments do not reflect the performance of its core business and that providing supplemental disclosure to investors in the form of adjusted financial measures facilitates comparisons of the past and present performance of its core business.

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COMPENSATION PROCESS AND POLICIES

Setting Compensation

In setting compensation for our CEO and the other NEOs, our Human Capital & Compensation Committee takes into account multiple objective and position-specific factors, including:

	·	the nature and scope of each executive’s responsibilities;

	·	each executive’s experience, performance and contribution to the Company and its strategic growth initiatives;

	·	comparative compensation data for executives in similar positions at companies participating in a retail survey conducted by an independent third-party consulting firm, as described below, and at companies in our Peer Group;

	·	the Company’s performance;

	·	prior equity awards and potential future earnings from equity awards;

	·	retention needs; and

	·	other factors the Human Capital & Compensation Committee deems relevant.

The Human Capital & Compensation Committee annually reviews with its independent compensation consultant total compensation, and its individual components, at the 25^th, 50^thand 75^thpercentile levels paid to executives in similar positions at specialty retailers (including companies in our Peer Group) by reference to an industry-wide retail survey prepared by an independent survey provider to understand where the compensation our Human Capital & Compensation Committee sets falls relative to market practice. The Human Capital & Compensation Committee utilizes this data as a reference point in determining whether an executive’s total compensation opportunity is likely to provide sufficient incentive, motivation and retention. The Human Capital & Compensation Committee also uses this data to determine whether an executive’s total compensation opportunity properly reflects the executive’s role and scope of responsibilities relative to similarly situated executives of companies in the retail survey and our Peer Group. We do not use this data as a single determinative factor, but rather as an external check and point of reference to verify that our executive compensation programs are reasonable and competitive.

Peer Group

The Human Capital & Compensation Committee regularly reviews the members of our Peer Group (generally, other specialty retailers in a range of approximately 0.5x to 2.0x of the Company’s annual revenue) with the assistance of its independent compensation consultant. The Human Capital & Compensation Committee approved the following 12 companies as the members of our peer group for fiscal 2021 (the “Peer Group”):

Fiscal 2021 Peer Group
Abercrombie & Fitch	DSW
American Eagle Outfitters	Express
Buckle	G-III Apparel Group
Caleres	Genesco
Carter’s	Guess?
Chico’s FAS	Zumiez

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Stock Ownership Guidelines and Holding Requirements

In order to ensure that the interests of our senior leadership team (including our CEO and the other NEOs) and the members of our Board are properly aligned with those of our shareholders, on the recommendation of the Human Capital & Compensation Committee, the Board adopted stock ownership guidelines for our independent Directors and senior leadership team. Our Human Capital & Compensation Committee reviews the equity ownership of our CEO, other NEOs, other members of our senior leadership team and our Independent Directors, on an annual basis to determine compliance with the Company’s stock ownership guidelines and holding requirements. Under these guidelines, unvested PRSUs do not count as stock earned. The ownership multiples under the guidelines are as follows:

Individual	Ownership Multiple
Chief Executive Officer	5x Base Salary
COO, CFO and Senior Vice Presidents	3x Base Salary
Independent Directors	5x Annual Cash Retainer

Also under our guidelines, our CEO, the other NEOs and the other members of our senior leadership team are required to retain 67% of the net shares (after withholding taxes) acquired upon the vesting of PRSUs and TRSUs until the date on which he or she satisfies (and, for any and all periods of time during which he or she fails to maintain) the relevant ownership guideline multiple set forth above.

Prohibition on Hedging/Pledging of Common Stock

Company policy prohibits all Directors, officers (including our CEO and the other NEOs) and employees from engaging in hedging and pledging, as well as trading in derivatives, of our Common Stock, including puts, calls and other financial derivatives, to ensure that the interests of our Directors, officers and employees are aligned with those of our shareholders. Shareholders may view the Company’s Insider Trading Policy (which includes the foregoing prohibition on hedging and pledging of the Company’s Common Stock) on the Company’s corporate website http://corporate.childrensplace.com in the “Corporate Overview” section under the “Investor Relations” tab and in the section entitled “Corporate Info — Governance Documents”.

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Taxation

Section 162(m) of the Internal Revenue Code of 1986 (the “Code”), as amended by the Tax Cuts and Jobs Act of 2017, generally limits the deductibility of certain compensation in excess of $1 million paid in any one year to any “covered employee.” A “covered employee” under Section 162(m) is any employee who has served as our CEO, CFO or other NEO for tax years after December 31, 2016.

Section 409A of the Code, which governs the form and timing of payment of deferred compensation, imposes sanctions, including a 20% penalty and an interest penalty, on the recipient of deferred compensation that does not comply with Section 409A. The Human Capital & Compensation Committee takes into account the potential implications of Section 409A in determining the form and timing of compensation awarded to executives.

The Human Capital & Compensation Committee will also take into account the potential implications of Sections 280G and 4999 of the Code in determining potential payments to be made to executives in connection with a change in control. Nevertheless, to the extent that certain payments upon a change in control are classified as excess parachute payments, the Company may not be able to deduct such payments pursuant to Section 280G, and the recipient of such payments may be subject to the excise tax under Section 4999.

The Company does not provide tax gross-ups for any “golden parachute” excise tax payable by the recipient under Sections 280G or 4999 of the Code. Rather, upon a termination of employment in connection with a change in control that gives rise to the payment of severance, our CEO (pursuant to her employment agreement) and the other members of our senior leadership team, including the NEOs other than the CEO (pursuant to the Company’s change in control severance agreements), will receive the greater of: (i) the largest portion of the payment that is not subject to a “golden parachute” excise tax under Sections 280G or 4999 of the Code; or (ii) the full amount of the payment if the net-after-excise tax amount retained by the executive would exceed the amount in clause (i).

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HUMAN CAPITAL & COMPENSATION COMMITTEE REPORT

The Human Capital & Compensation Committee has reviewed and discussed with management the foregoing Compensation Discussion & Analysis and, based on such review and discussion, recommended to our Board that the Compensation Discussion & Analysis be included in the Company’s Annual Report on Form 10-K for fiscal 2021 and in this Proxy Statement.

The foregoing Human Capital & Compensation Committee report has been submitted by the members of the Human Capital & Compensation Committee: Joseph Gromek (Chair), Tracey R. Griffin, Norman Matthews and Debby Reiner.

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Summary Compensation Table

The following table shows the compensation of the Company’s NEOs, including the Company’s CEO (our principal executive officer), the Company’s CFO (our principal financial officer) and the three other most highly compensated executives who were designated by the Board as “executive officers” of the Company, for fiscal 2021, 2020 and 2019, as applicable.

Name and Principal Position	Fiscal Year		Salary⁽¹⁾		Bonus			Stock Awards⁽²⁾			Non-Equity Incentive Plan Compensation⁽³⁾		All Other Compensation			Total
Jane Elfers President and Chief Executive Officer		2021	$	1,100,000				$	7,069,367		$	3,520,000	$	141,765	⁽⁵⁾	$	11,831,132
		2020		833,462					11,263,222	⁽⁴⁾		3,500,000		139,974	⁽⁵⁾		15,736,658	⁽⁴⁾
		2019		1,100,000					9,999,965			968,000		140,144	⁽⁵⁾		12,208,109
Leah Swan Chief Operating Officer		2021	$	725,673				$	3,000,003		$	1,460,577	$	16,688	⁽⁷⁾	$	5,202,941
		2020		659,279					2,000,011			1,285,000		16,274	⁽⁷⁾		3,960,564
		2019		586,537	$	250,000	⁽⁶⁾		2,500,084			230,273		17,363	⁽⁷⁾		3,584,257
Robert Helm⁽⁸⁾ Chief Financial Officer		2021	$	511,154				$	1,750,083		$	787,500	$	12,447	⁽⁹⁾	$	3,061,184
Robert Helm⁽⁸⁾ Chief Financial Officer		2020		422,741					750,020			540,000		4,135	⁽⁹⁾		1,716,896
Bradley Cost⁽¹⁰⁾ Senior Advisor		2021		500,000				$	1,500,030		$	600,000	$	1,762	⁽¹¹⁾	$	2,601,792
Claudia Lima-Guinehut Senior Vice President, Global Merchandising and Strategic Partnerships		2021	$	500,000				$	750,036		$	600,000	$	14,833	⁽¹²⁾	$	1,864,869
		2020		469,712					1,000,026			300,000		12,102	⁽¹²⁾		1,781,840
		2019		396,154					1,000,077			106,219		13,521	⁽¹²⁾		1,515,971

Notes to the Summary Compensation Table

(1)	Includes any amounts deferred under our Deferred Compensation Plan and contributed under our 401(k) Plan. Fiscal 2021, 2020 and 2019 were each 52-week fiscal years. Effective April 1, 2020, to address the effects of the COVID-19 pandemic, the Company announced that Ms. Elfers temporarily forfeited 100% of her base salary and that the other NEOs each took temporary pay reductions of 25% of their base salaries. Effective June 28, 2020, the Company announced the reinstatement of all base salaries to their pre-reduction levels. The base salaries reported in the table for fiscal 2020 reflect these temporary pay reductions.

(2)	Does not include dividend equivalent shares accrued on applicable awards. The stock award grant date fair value for both time-vested and performance-based stock awards is determined in accordance with FASB ASC Topic 718, in the case of performance-based stock awards, based on the number of shares probable of vesting as determined by those rules, multiplied by the fair market value of one share of our Common Stock on the grant date. For fiscal 2021, at the maximum possible vesting values, the performance-based stock awards set forth in this column, computed on the basis of the fair value price of one share of our Common Stock on the grant date, were $14,274,891, $4,500,004, $2,625,124 and $1,125,053 for Ms. Elfers, Ms. Swan, Mr. Helm and Ms. Lima-Guinehut, respectively. For fiscal 2020, at the maximum possible vesting values, the performance-based stock awards set forth in this column, computed on the basis of the fair value price of one share of our Common Stock on the grant date, was $12,500,037 for Ms. Elfers. For fiscal 2019, at the maximum possible vesting values, the performance-based stock awards set forth in this column, computed on the basis of the fair value price of one share of our Common Stock on the grant date, were $24,999,913, $1,875,009 and $1,250,096 for Ms. Elfers, Ms. Swan and Ms. Lima-Guinehut, respectively. For more information concerning the assumptions used in determining the portion of the performance-based awards that are probable of vesting, see Note 6 - Stock-Based Compensation in the accompanying Notes to Consolidated Financial Statements filed in our Annual Report on Form 10-K for our 2021 fiscal year; also see the “Grants of Plan-Based Awards” table below.

(3)	The amounts shown are incentives earned in accordance with the annual incentive arrangements described in the Compensation Discussion & Analysis above, and which are payable pursuant to the annual Management Bonus Plan approved by the Human Capital & Compensation Committee for each respective fiscal year. Amounts shown are for services performed during the fiscal year and paid during the subsequent fiscal year.

(4)	The amounts in the table above for the 2020 fiscal year are as set forth in our 2021 proxy statement. As previously disclosed in that 2021 proxy statement, and for the reasons and based on the methodology set forth in that proxy statement, in late fiscal 2020, the Board determined to award 97,820 shares of Common Stock, or approximately 90% of the target number of shares, to our CEO under her outstanding 2019 LTIP award. In accordance with FASB ASC Topic 718, the fair market value of the 97,820 shares on the date of the Board determination in late fiscal 2020 was $7,000,000. The fair market value of these shares of Common Stock are not included in the

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	Stock Awards or Total columns for fiscal year 2020 in the table above. Including the fair market value of these shares would result in the amount of the fiscal year 2020 Stock Awards being $18,263,222 and the fiscal year 2020 Total being $22,736,658. The 97,820 shares vested on June 25, 2021. See footnote 2 to the Stock Vested table below.

(5)	The amounts shown consist of: (i) for fiscal 2021, $82,625 for a driver, $35,296 for driver reimbursements, $10,392 for a leased vehicle, $515 for life insurance premiums, $6,211 for executive long-term disability premiums and $6,726 for supplemental life insurance premiums; (ii) for fiscal 2020, $82,946 for a driver, $21,582 for driver reimbursements, $15,200 for a leased vehicle, $515 for life insurance premiums, $9,067 for executive long-term disability premiums and $10,664 for supplemental life insurance premiums; and (iii) for fiscal 2019, $74,116 for a driver, $27,933 for driver reimbursements, $16,675 for a leased vehicle, $647 for life insurance premiums, $9,687 for executive long-term disability premiums and $11,086 for supplemental life insurance premiums.

(6)	Awarded in connection with Ms. Swan’s promotion to Chief Administrative Officer on May 5, 2019, as set forth in the Letter Agreement dated April 9, 2019 between The Children’s Place Services Company, LLC and Ms. Swan, filed on May 29, 2019 as Exhibit 10.4 to the Quarterly Report on Form 10-Q of the Company for the quarter ended May 4, 2019.

(7)	The amounts shown consist of: (i) for fiscal 2021, $515 for life insurance premiums, $3,342 for executive long-term disability premiums and $12,831 for 401(k) plan matching contributions; (ii) for fiscal 2020, $515 for life insurance premiums, $4,359 for executive long-term disability premiums and $11,400 for 401(k) plan matching contributions; and (iii) for fiscal 2019, $446 for life insurance premiums, $5,311 for executive long-term disability premiums and $11,606 for 401(k) plan matching contributions.

(8)	Mr. Helm was appointed as an executive officer on November 12, 2020. Accordingly, the table includes Mr. Helm’s compensation only for fiscal 2021 and fiscal 2020.

(9)	The amount shown consists of: (i) for fiscal 2021, $386 for life insurance premiums, $1,376 for executive long-term disability premiums and $10,685 for 401(k) plan matching contributions; and (ii) for fiscal 2020, $348 for life insurance premiums, $1,238 for executive long-term disability premiums and $2,549 for 401(k) plan matching contributions.

(10)	As previously disclosed, Mr. Cost reassumed the role of Senior Vice President, General Counsel & Corporate Secretary on May 22, 2020 and stepped down from that role on July 26, 2021. Mr. Cost was an executive officer during a portion of fiscal 2021 and, accordingly, in accordance with SEC proxy regulations, the table includes Mr. Cost’s compensation for only fiscal 2021.

(11)	The amount shown consists of, for fiscal 2021, $386 for life insurance premiums and $1,376 for executive long-term disability premiums.

(12)	The amounts shown consist of: (i) for fiscal 2021, $386 for life insurance premiums, $1,885 for executive long-term disability premiums and $12,562 for 401(k) plan matching contributions; (ii) for fiscal 2020, $386 for life insurance premiums, $2,659 for executive long-term disability premiums and $9,057 for 401(k) plan matching contributions; and (iii) for fiscal 2019, $265 for life insurance premiums, $1,825 for executive long-term disability premiums and $11,431 for 401(k) plan matching contributions.

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Grants of Plan-Based Awards

The following table shows information concerning the non-equity incentive awards, equity incentive awards and other stock awards that were granted to the Company’s NEOs during fiscal 2021.

		Estimated Future Payouts Under Non-Equity Incentive Plan Awards⁽¹⁾						Estimated Future Payouts Under Equity Incentive Plan Awards					All Other Stock Awards: Number of Shares of Stock		Grant Date Fair Value of Stock and
Name and Principal Position	Grant Date	Threshold ($)		Target ($)		Maximum ($)		Threshold (#)	Target (#)		Maximum (#)		or Units (#)		Option Awards⁽²⁾
Jane Elfers President and Chief Executive Officer		$	0	$	1,760,000	$	3,520,000
	3/18/21⁽³⁾							0		59,898		179,694			$	4,758,297
	5/17/21⁽⁴⁾													25,670		2,311,070
Leah Swan Chief Operating Officer		$	0	$	775,000	$	1,550,000
	4/5/21⁽⁵⁾							0		21,527		64,581			$	1,500,001
	4/5/21⁽⁶⁾													21,527		1,500,001
Robert Helm Chief Financial Officer		$	0	$	393,750	$	787,500
	4/5/21⁽⁷⁾							0		12,558		37,674			$	875,041
	4/5/21⁽⁸⁾													12,558		875,041
Bradley Cost Senior Advisor		$	0	$	300,000	$	600,000
Bradley Cost Senior Advisor	6/21/21⁽⁹⁾													16,667	$	1,500,030
Claudia Lima-Guinehut Senior Vice President, Global Merchandising and Strategic Partnerships		$	0	$	300,000	$	600,000
	4/5/21⁽¹⁰⁾							0		5,382		16,146			$	375,018
	4/5/21⁽¹¹⁾													5,382		375,018

Notes to the Grants of Plan-Based Awards Table

(1)	Amounts reflect bonuses available to be earned in accordance with our annual Management Bonus Plan approved by the Human Capital & Compensation Committee for fiscal 2021.

(2)	The stock award grant date fair value for both time-vested and performance-based stock awards is determined in accordance with FASB ASC Topic 718, in the case of performance-based stock awards, based on the number of shares probable of vesting as determined by those rules, multiplied by the fair market value of one share of our Common Stock on the grant date. The estimated fair value of the performance-based awards is based upon the probable outcome of the performance conditions on the date that each award was communicated to each of our NEOs for the performance period and the fair market value of our Common Stock on that date. For more information, see Note 6 - Stock-Based Compensation in the accompanying Notes to Consolidated Financial Statements filed in our Annual Report on Form 10-K for our 2021 fiscal year. The maximum possible vesting values of the performance-based stock awards awarded for fiscal 2021, computed on the basis of the fair value price of one share of our Common Stock on the grant date, were $14,274,891, $4,500,004, $2,625,124 and $1,125,053 for Ms. Elfers, Ms. Swan, Mr. Helm, and Ms. Lima-Guinehut, respectively.

(3)	Awarded pursuant to the terms of PRSUs granted on March 18, 2021 under the Company’s 2011 Equity Plan. The amounts shown reflect the number of shares of Common Stock able to be earned by Ms. Elfers based upon the achievement of the performance targets for fiscal years 2021-2023.

(4)	Awarded pursuant to the terms of TRSUs granted on May 17, 2021 under the Company’s 2011 Equity Plan. Of the TRSUs awarded, one-third vest on the first, second and third anniversaries of the award date, provided Ms. Elfers is employed by the Company on the respective vesting dates.

(5)	Awarded pursuant to the terms of PRSUs granted on April 5, 2021 under the Company’s 2011 Equity Plan. The amounts shown reflect the number of shares of Common Stock able to be earned by Ms. Swan based upon the achievement of the performance targets for fiscal years 2021-2023.

2022 PROXY STATEMENT

EXECUTIVE AND DIRECTOR COMPENSATION

(6)	Awarded pursuant to the terms of TRSUs granted on April 5, 2021 under the Company’s 2011 Equity Plan. Of the TRSUs awarded, one-third vest on the first, second and third anniversaries of the award date, provided Ms. Swan is employed by the Company on the respective vesting dates.

(7)	Awarded pursuant to the terms of PRSUs granted on April 5, 2021 under the Company’s 2011 Equity Plan. The amounts shown reflect the number of shares of Common Stock able to be earned by Mr. Helm based upon the achievement of the performance targets for fiscal years 2021-2023.

(8)	Awarded pursuant to the terms of TRSUs granted on April 5, 2021 under the Company’s 2011 Equity Plan. Of the TRSUs awarded, one-third vest on the first, second and third anniversaries of the award date, provided Mr. Helm is employed by the Company on the respective vesting dates.

(9)	Awarded pursuant to the terms of TRSUs granted on June 21, 2021 under the Company’s 2011 Equity Plan. Of the TRSUs awarded, two-thirds vest on June 1, 2022 and one-third vest on June 1, 2023, provided Mr. Cost is employed by the Company on the respective vesting dates.

(10)	Awarded pursuant to the terms of PRSUs granted on April 5, 2021 under the Company’s 2011 Equity Plan. The amounts shown reflect the number of shares of Common Stock able to be earned by Ms. Lima-Guinehut based upon the achievement of the performance targets for fiscal years 2021-2023.

(11)	Awarded pursuant to the terms of TRSUs granted on April 5, 2021 under the Company’s 2011 Equity Plan. Of the TRSUs awarded, one-third vest on the first, second and third anniversaries of the award date, provided Ms. Lima-Guinehut is employed by the Company on the respective vesting dates.

2022 PROXY STATEMENT

EXECUTIVE AND DIRECTOR COMPENSATION

Outstanding Equity Awards at Fiscal Year-End

The following table contains information concerning equity awards held by the Company’s NEOs as of January 29, 2022 (the end of our 2021 fiscal year).

	Stock Awards
Name and Principal Position	Number of Shares or Units of Stock That Have Not Vested (#)⁽¹⁾			Market Value of Shares or Units of Stock That Have Not Vested ($)⁽²⁾		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)⁽¹⁾			Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)⁽²⁾
Jane Elfers		80,051	⁽³⁾	$	5,638,792
President and		25,670	⁽⁴⁾		1,808,195
Chief Executive Officer							120,077	⁽⁵⁾	$	8,458,224
							59,898	⁽⁶⁾		4,219,215
Leah Swan		10,209	⁽⁷⁾	$	719,122
Chief Operating Officer		2,364	⁽⁸⁾		166,520
		32,021	⁽⁹⁾		2,255,559
		21,527	⁽¹⁰⁾		1,516,362		7,089	⁽¹¹⁾	$	499,349
							21,527	⁽¹²⁾		1,516,362

Robert Helm		424	⁽¹³⁾	$	29,867
Chief Financial Officer		2,427	⁽¹⁴⁾		170,958
		12,008	⁽¹⁵⁾		845,844
		12,558	⁽¹⁶⁾		884,586		848	⁽¹⁷⁾	$	59,733
							7,279	⁽¹⁸⁾		512,733
							12,558	⁽¹⁹⁾		884,586
Bradley Cost		16,667	⁽²⁰⁾	$	1,174,023
Senior Advisor
Claudia Lima-Guinehut		1,576	⁽²¹⁾	$	111,013
Senior Vice President,		16,011	⁽²²⁾		1,127,815
Global Merchandising		5,382	⁽²³⁾		379,108
and Strategic Partnerships							4,726	⁽²⁴⁾	$	332,899
							5,382	⁽²⁵⁾		379,108

Notes to the Outstanding Equity Awards at Fiscal Year-End Table

(1)	Includes dividend equivalent shares accrued as of January 29, 2022 on such unvested shares and unearned shares, as applicable.
(2)	Calculated based on $70.44 per share, which was the closing market price per share of the Company’s Common Stock, as reported on The NASDAQ Stock Market, on January 28, 2022.
(3)	Represents unvested TRSUs initially comprising 120,077 shares of Common Stock awarded to Ms. Elfers on May 29, 2020. Of the shares awarded, one-third vested and were delivered on the first anniversary of the award date and one-third will vest and be delivered on each of the second and third anniversaries of the award date, provided Ms. Elfers is employed by the Company on the respective vesting dates, subject to the terms and conditions of the 2011 Equity Plan. 40,025 of the shares reflected in the table will vest on May 29, 2022.
(4)	Represents unvested TRSUs initially comprising 25,670 shares of Common Stock awarded to Ms. Elfers on May 17, 2021. Of the shares awarded, one-third will vest and be delivered on each of the first, second and third anniversaries of the award date, provided Ms. Elfers is employed by the Company on the respective vesting dates, subject to the terms and conditions of the 2011 Equity Plan. 8,556 of the shares reflected in the table will vest on May 17, 2022.
(5)	Awarded pursuant to the terms of PRSUs granted on June 5, 2020 under the Company’s 2011 Equity Plan. The amount shown reflects the number of shares of Common Stock able to be earned by Ms. Elfers at target based upon the achievement of the performance targets for fiscal years 2020-2022. Earned performance shares will vest in April 2023, provided Ms. Elfers is employed on January 28, 2023, subject to the terms and conditions of the 2011 Equity Plan.

2022 PROXY STATEMENT

EXECUTIVE AND DIRECTOR COMPENSATION

(6)	Awarded pursuant to the terms of PRSUs granted on March 18, 2021 under the Company’s 2011 Equity Plan. The amount shown reflects the number of shares of Common Stock able to be earned by Ms. Elfers at target based upon the achievement of the

SEC Form DEF 14A filed by Children's Place Inc.