Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Retirement of Michael D. Casey as Chief Executive Officer and Chairman of the Board
On January 3, 2025, Michael D. Casey, age 64, provided notice to the Board of Directors (the “Board”) of Carter’s, Inc. (the “Company”) of his decision to retire from his position as Chief Executive Officer & President of the Company (the “CEO”) and as Chairman of the Board, effective immediately. Mr. Casey’s retirement was not the result of any disagreement on matters relating to the Company’s operations, policies, or practices. The Company expects to enter into a retirement agreement with Mr. Casey at a later date. The Company will disclose the terms of the agreement when it is finalized and executed.
Mr. Casey will remain with the Company in an advisory capacity through February 28, 2025 to support the transition (the “Transition Period”). During the Transition Period, Mr. Casey will continue to receive his current salary and benefits, and will remain eligible to receive a bonus pursuant to the Company’s Amended and Restated Annual Incentive Compensation Plan with respect to the services provided in 2024, but will not be eligible for a bonus payment in relation to 2025.
Appointment of Richard F. Westenberger as Interim Chief Executive Officer
On January 7, 2025, the Company announced the appointment of Richard F. Westenberger as Interim Chief Executive Officer, effective January 5, 2025. Mr. Westenberger will continue to serve in his current role as Senior Executive Vice President, Chief Financial Officer & Chief Operating Officer.
Mr. Westenberger, age 56, joined the Company in 2009 as Executive Vice President & Chief Financial Officer, and was appointed Senior Executive Vice President, Chief Financial Officer & Chief Operating Officer in March 2024. Mr. Westenberger’s responsibilities in his role as Senior Executive Vice President, Chief Financial Officer & Chief Operating Officer include management of Carter’s finance, enterprise risk management, supply chain, and real estate functions. Prior to joining Carter’s, Mr. Westenberger served as Vice President of Corporate Finance and Treasurer of Hewitt Associates, Inc. from 2006 to 2008. From 1996 to 2006, Mr. Westenberger held various senior financial management positions at Sears Holdings Corporation and its predecessor organization, Sears, Roebuck and Co., including Senior Vice President & Chief Financial Officer of Lands’ End, Inc., Vice President of Corporate Planning & Analysis, and Vice President of Investor Relations. Prior to Sears, Mr. Westenberger was with Kraft Foods, Inc. He began his career at Price Waterhouse LLP, a predecessor firm to PricewaterhouseCoopers LLP, and is a certified public accountant. Mr. Westenberger earned his Bachelor of Business Administration in Accountancy from the University of Notre Dame and his Master of Business Administration from the University of Chicago Booth School of Business.
In connection with his appointment as Interim CEO, Mr. Westenberger will be paid a monthly cash stipend of $110,000. Mr. Westenberger will also receive restricted stock awards in an amount of $300,000 pursuant to the Company’s Amended and Restated Equity Incentive Plan on a quarterly basis (the “Westenberger Awards”), each vesting within one year of the grant date of the relevant Westenberger Award. The Westenberger Awards will be immediately vested in the event that Mr. Westenberger is terminated without cause or resigns for good reason prior to the applicable vesting date, or in the event of his death or disability prior to the vesting date.
There is no arrangement or understanding with any person pursuant to which Mr. Westenberger was appointed as Interim CEO. There are no family relationships between Mr. Westenberger and any director or executive officer of the Company, and Mr. Westenberger is not a party to any transaction requiring disclosure under Item 404(a) of Regulation S-K.