Allison Peterson
CARTERSAbout Allison Peterson
Allison M. Peterson, age 50, joined Carter’s, Inc. in July 2024 as Executive Vice President, Chief Retail & Digital Officer after ~19 years at Best Buy, where she most recently served as EVP, Chief Customer Officer overseeing strategy, customer experience, marketing, and loyalty; earlier roles included President, E‑Commerce and Chief Customer & Marketing Officer . In fiscal 2024, Carter’s missed annual incentive thresholds for net sales and adjusted operating income, resulting in only 5% of target annual bonuses being paid (strategic objectives achieved at 25%), underscoring a pay-for-performance alignment as Ms. Peterson received only a pro‑rated cash bonus for her partial-year service . Her initial equity award at Carter’s was time‑based restricted stock vesting over four years, creating long‑term alignment with shareholders; Carter’s prohibits hedging and pledging and requires EVPs to maintain stock ownership equal to 3x base salary, with all NEOs in compliance in 2024 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Best Buy Co., Inc. | EVP, Chief Customer Officer; prior roles: SVP, Chief Customer & Marketing Officer; President, E‑Commerce; VP, Category Marketing/Brand Strategy & Planning | 2004–2023 | Led strategy, customer experience/insights, marketing, loyalty; senior leadership across digital and brand growth |
| Target Corporation | Merchandising and planning roles of increasing responsibility | 8 years (pre-Best Buy) | Merchandising and planning leadership experience in big-box retail |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base salary rate (effective date) | — | — | $750,000 (effective July 2024) |
| Salary earned ($) | — | — | $346,154 |
| Target annual bonus (% of salary) | — | — | 75% (set upon joining in July 2024) |
| Target annual bonus ($) | — | — | $272,774 |
| Actual annual bonus paid ($) | — | — | $13,700 (paid at 5% of target; pro‑rated for partial year) |
| All other compensation ($) | — | — | $224,104 |
| • 401(k) match | — | — | $8,077 |
| • Dividends on unvested restricted stock | — | — | $63,872 |
| • Other (incl. relocation benefits) | — | — | $152,155 (includes $136,151 relocation) |
| Total compensation ($) | — | — | $3,084,148 |
Performance Compensation
Annual Cash Incentive (Fiscal 2024)
| Metric | Weight | Threshold | Target | Maximum | Actual FY24 | Payout outcome |
|---|---|---|---|---|---|---|
| Net Sales (in $mm) | 50% | $2,890 | $3,000 | $3,093 | $2,844 | Below threshold (0% for this metric) |
| Adjusted Operating Income (in $mm) | 30% | $310 | $345 | $377 | $287.0 | Below threshold (0% for this metric) |
| Strategic Objectives | 20% | N/A | N/A | N/A | 25% achieved | Partial credit; overall annual incentive at 5% of target |
| Payout summary | FY 2024 |
|---|---|
| Target bonus ($) | $272,774 |
| Payout as % of target | 5% |
| Actual bonus paid ($) | $13,700 |
Long-Term Equity Incentives (Grants impacting FY 2024)
| Grant type | Grant date | Shares/Target | Vesting/Performance | Grant date FV per share | Total grant date FV ($) |
|---|---|---|---|---|---|
| Time-based restricted stock | 8/9/2024 | 39,920 | 25% per year over 4 years beginning 1 year from grant | $62.63 | $2,500,190 |
- Company program constructs: For 2024 annual grants generally 50% time-based RS and 50% performance-based restricted stock with 3-year performance period (net sales, adjusted EPS, relative TSR; 34% of 2024 PSA awards tied to relative TSR); however, Ms. Peterson’s onboarding grant was time-based only .
Vesting Schedule (Time-based RS granted 8/9/2024)
| Vest date | Shares vesting | Reference price for illustration | Approx. tranche value (illustrative) |
|---|---|---|---|
| 8/9/2025 | 9,980 | $54.43 (12/27/2024 close) | ~$543,211 (9,980 × $54.43) |
| 8/9/2026 | 9,980 | $54.43 | ~$543,211 |
| 8/9/2027 | 9,980 | $54.43 | ~$543,211 |
| 8/9/2028 | 9,980 | $54.43 | ~$543,211 |
Note: Vesting cadence 25% per year; values shown only to illustrate potential sell-to-cover magnitude at the referenced historical price; actual values depend on future prices .
Equity Ownership & Alignment
| Ownership metric (as of record date 3/20/2025 unless noted) | Value |
|---|---|
| Total beneficial ownership (shares) | 55,280 (<1%) |
| Vested common stock | 0 (Owned & Vested Common Stock “—”) |
| Exercisable options | 0 |
| Restricted common stock (unvested time-based) | 55,280 |
| Unvested performance-based restricted stock | 0 |
| Outstanding unvested equity at FY24 year-end (12/27/2024) | 39,920 shares; $2,172,846 value at $54.43 close |
| Stock ownership guidelines | EVPs: 3x base salary; unvested restricted stock counts; unvested PSAs excluded |
| Compliance status | All NEOs in compliance during fiscal 2024 |
| Hedging/pledging | Prohibited; no NEO hedging/pledging in 2024 |
| Equity retention policy | Time-based RS must be held 4 years from grant before sale (except sell-to-cover taxes); options (if any) held ≥1 year post-vest |
Implications: Restricted-stock-only profile and 4-year retention reduce near-term selling pressure; compliance with 3x salary guideline further constrains discretionary sales until guideline is met and maintained .
Employment Terms
| Topic | Key terms |
|---|---|
| Employment start date / role | Joined July 2024; EVP, Chief Retail & Digital Officer |
| Severance (without cause / good reason) | 12 months base salary, pro‑rated annual bonus based solely on company performance, 12 months company contributions to medical/dental and life insurance; subject to release and post‑termination covenants (confidentiality, non‑competition, non‑solicitation) |
| Change-of-control (CoC) cash severance | Additional 12 months base salary; extended benefits (medical/dental up to +6 months if not eligible elsewhere; life insurance +12 months); double-trigger equity vesting for awards on/after Feb 15, 2024 if no qualifying replacement awards or if terminated for Cause/Good Reason within 2 years post-CoC; pre‑Feb 15, 2024 awards single-trigger |
| Illustrative termination (12/28/2024 “without cause/good reason”) | Total $780,202 = base salary $750,000 + cash incentive $13,700 + health/other benefits $16,502 |
| Illustrative CoC + termination (12/28/2024) | Total $3,719,550 = base salary $1,500,000 + cash incentive $13,700 + health benefits $33,004 + stock value $2,172,846 (unvested RS at $54.43) |
| Clawback | Mandatory clawback policy per SEC Rule 10D‑1/NYSE; awards subject to recoupment on accounting restatement |
| Insider trading | Insider Trading Policy in place; compliance expected |
Governance, Compensation Design, and Shareholder Feedback
- Compensation design emphasizes at-risk pay (annual incentive plus LTI), independent consultant, stock ownership and equity retention policies, and no hedging/pledging; no option repricing or special perquisites; CoC cash severance is double-trigger .
- Say‑on‑pay: Approximately 98% support at the 2024 Annual Meeting; Committee maintained compensation philosophy and will continue to monitor shareholder feedback .
Investment Implications
- Alignment: Onboarding grant is entirely time-based restricted stock with four-year vesting and a four-year holding requirement, plus a 3x salary ownership guideline and prohibition on hedging/pledging—strong alignment and reduced near-term selling pressure .
- Payout sensitivity: 2024 bonus paid at 5% of target due to shortfalls in net sales and adjusted operating income, evidencing downside pay sensitivity; future equity realizable value is leveraged to multi‑year operating recovery and TSR given 2024 program design (PSA mix generally includes net sales, adjusted EPS, relative TSR), though Ms. Peterson’s initial grant is time-based .
- Retention and CoC economics: Standardized severance (12 months base; double‑trigger CoC with equity treatment aligned to market) limits windfalls; illustrative CoC scenario shows ~$3.72M value largely driven by unvested RS acceleration, typical for newly granted equity .
- Trading signal watch-outs: Annual vest tranches of ~9,980 shares starting 8/9/2025 may create episodic sell‑to‑cover activity, but retention and ownership policies constrain discretionary sales until guidelines are satisfied .
References:
- Executive bio and role details
- Compensation tables and metrics
- Equity awards, vesting, and outstanding awards
- Ownership and compliance policies
- Severance and change‑of‑control terms
- Compensation governance and say‑on‑pay