Antonio Robinson
Senior Vice President, General Counsel, Secretary, Corporate Social Responsibility & Chief Compliance Officer at 
CARTERS
CARTERSExecutive
About Antonio Robinson
Antonio D. Robinson is Senior Vice President, General Counsel, Corporate Secretary, Corporate Social Responsibility (CSR) & Chief Compliance Officer at Carter’s, Inc. (age 53). He joined Carter’s in 2010 and has served as Deputy General Counsel & Chief Compliance Officer (2019), Senior Vice President, Corporate Social Responsibility (2020), and since 2023 as SVP, GC, Secretary, CSR & CCO, following a prior career as a shareholder/attorney at Littler Mendelson P.C. in Atlanta . Executive incentive outcomes at Carter’s have been strongly pay-for-performance: 2024 annual incentive paid only 5% of target due to missing net sales and operating income thresholds , and the 2022–2024 performance share cycle paid 0% . Company TSR in 2024 equated to $57.59 on a $100 initial investment, with net income of $185.5 million and adjusted operating income of $286.6 million .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Carter’s, Inc. | Vice President, Associate General Counsel | 2010–2019 | Built internal legal capacity and supported corporate governance |
| Carter’s, Inc. | Vice President, Deputy General Counsel & Chief Compliance Officer | 2019–2020 | Elevated compliance oversight, reinforced enterprise compliance program |
| Carter’s, Inc. | Senior Vice President, Corporate Social Responsibility | 2020–2023 | Led CSR strategy, integrated ESG oversight with governance |
| Carter’s, Inc. | Senior Vice President, General Counsel, Secretary, CSR & Chief Compliance Officer | 2023–present | Oversees legal, compliance, and corporate governance; key role in board/shareholder communications |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Littler Mendelson P.C. (Atlanta) | Shareholder/Attorney | Pre-2010 | Labor/employment legal expertise leveraged for Carter’s compliance and governance |
Fixed Compensation
| Component | Detail | Terms | Notes |
|---|---|---|---|
| Cash Retention Award | $250,000 | Vests 100% on 1-year anniversary of award; accelerates on termination without cause, resignation for good reason, death or disability | Award announced Jan 7, 2025 as part of leadership transition retention program |
| Board/Shareholder Communications (Secretary role) | Corporate Secretary responsibilities | Serves as contact point for shareholder communications to the Board | Formal address: 3438 Peachtree Road NE, Suite 1800, Atlanta, GA 30326 |
Performance Compensation
| Instrument | Event/Feature | Date | Amount/Notes |
|---|---|---|---|
| Restricted Stock – time-based | Withholding of shares to cover taxes upon vesting | Feb 10, 2025 | 383 shares withheld at $52.21; beneficial ownership following transaction: 24,008 shares |
| Restricted Stock – time-based | Withholding of shares to cover taxes upon vesting | Feb 20, 2024 | Form 4 filed; transaction disclosed as tax withholding upon vesting |
| Restricted Stock – time-based | General vesting schedule from prior grant | Feb 28, 2023 | Restricted shares vest in four equal annual installments beginning one year from grant date |
| Equity Plan features (company-wide) | Double-trigger change-of-control, clawback | Effective Feb 15, 2024 | Awards accelerate if no qualifying replacement award or qualifying termination within 2 years; mandatory clawback consistent with Rule 10D-1 and NYSE |
Equity Ownership & Alignment
| Metric | Value | As-of | Notes |
|---|---|---|---|
| Common shares beneficially owned | 24,008 | Feb 12, 2025 filing | Post-vesting tax withholding; includes restricted shares subject to time/performance conditions |
| Shares outstanding | 36,237,114 | Mar 20, 2025 | Record date for 2025 Annual Meeting |
| Ownership as % of shares outstanding | ~0.066% | Computed | 24,008 ÷ 36,237,114 |
| Hedging/Pledging | Prohibited | Policy | Company prohibits hedging or pledging by employees; NEOs had no hedging/pledging in 2024 |
| Stock ownership guidelines | Executive officer guidelines exist | Policy | Minimum ownership guidelines in place for executives; multiples disclosed for CEO (7x) and SEVP/EVP (3x); specific SVP multiple not disclosed |
Employment Terms
| Topic | Terms | Notes |
|---|---|---|
| Employment start date | 2010 | Joined as VP, Associate General Counsel |
| Current role tenure | Since 2023 | SVP, GC, Secretary, CSR & CCO |
| Severance/change-of-control | Not specifically disclosed for Robinson | NEO severance terms disclosed separately; equity plan double-trigger and clawback features apply company-wide |
| Non-compete / Non-solicit | Not disclosed for Robinson | CEO offer letter includes restrictive covenants; executive policy framework exists |
| Insider Trading Policy | Robust policy; closed window restrictions | Insider Trading Policy filed as exhibit to 10-K FY2024 |
| Shareholder communications | Secretary designated contact | Communications directed to Mr. Robinson at Carter’s address |
Track Record, Value Creation & Execution Risk
- Annual incentives paid only 5% of target in 2024 due to net sales ($2.844B) and adjusted operating income ($287.0M) below thresholds, with strategic objectives achieved at 25% of weighting .
- The 2022–2024 performance share awards earned 0% for net sales and adjusted EPS metrics, reflecting challenging macro conditions and management’s hurdle setting rigor .
- Pay-versus-performance shows 2024 TSR at $57.59 per initial $100 alongside net income of $185.5M and adjusted operating income of $286.6M .
Risk Indicators & Red Flags
- Clawback policy: Mandatory recovery of erroneously awarded compensation upon restatement, aligned with Rule 10D-1 and NYSE .
- Hedging/pledging prohibited under company policy; no such activity by NEOs in 2024 .
- Related party transactions: None requiring disclosure in 2024 .
- Insider selling pressure: Recent Form 4s show tax-withholding transactions tied to vesting (non-open market), not discretionary sales .
Compensation Structure Analysis
- Shift toward stronger retention: 1-year cliff-vesting cash retention award of $250,000 to key executives during leadership transition (accelerated in certain termination scenarios) suggests near-term focus on continuity and retention .
- Equity plan governance upgraded in 2024: double-trigger change-of-control and mandatory clawbacks improve alignment, reduce windfalls, and strengthen risk management .
- Company-wide incentive metrics emphasize growth and profitability (net sales, adjusted operating income) and strategic objectives focused on consumer perception and retail traffic, consistent with operational focus in 2024 .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval ~98% indicates strong shareholder support for compensation framework .
Expertise & Qualifications
- Legal, compliance, governance leadership; prior labor/employment practice experience as shareholder at Littler Mendelson P.C. .
- Corporate Secretary responsibilities over board/shareholder communications enhance governance continuity .
Insider Transactions (Detail)
| Date | Type | Shares | Price | Post-Transaction Holdings | Notes |
|---|---|---|---|---|---|
| Feb 10, 2025 | Tax withholding upon RS vesting (Code F) | 383 | $52.21 | 24,008 | Some shares are restricted (time/performance-based) |
| Feb 20, 2024 | Tax withholding upon RS vesting | Not specified | Not specified | Not specified | Form 4 filed; withhold to cover taxes on vesting |
| Feb 28, 2023 | Restricted stock grant vesting schedule disclosure | N/A | N/A | N/A | RS vests in four equal annual installments |
Investment Implications
- Retention risk appears mitigated near term: Robinson is a key governance linchpin (GC/Secretary/Compliance), and the $250,000 1-year retention award with acceleration on select events reduces departure risk through early 2026 .
- Alignment signals: Company prohibits hedging/pledging and implemented clawbacks and double-trigger equity vesting, curbing misaligned risk-taking and windfalls .
- Trading signals: Recent insider filings show only tax-related withholdings on vesting (non-open market), not discretionary sales—limiting read-through for negative selling pressure .
- Execution context: With 2024 annual incentives paying ~5% of target and PSAs earning 0% for 2022–2024, management’s hurdles remain challenging; governance overseen by Robinson supports disciplined compensation linked to net sales, operating income, and strategic objectives .