Gretchen Schar
CARTERSAbout Gretchen W. Schar
Independent director at Carter’s, Inc. since 2019; age 70 as of the 2025 proxy. Former Executive Vice President and Chief Financial & Administrative Officer at Arbonne International and Executive Vice President & CFO at philosophy, inc., with 30+ years at Procter & Gamble in finance, general management, and global operations. Serves as Audit Committee Chair and member of the Business Transformation Committee; determined independent under NYSE/SEC rules. Board held 4 regular and 11 special meetings in fiscal 2024; no director participated in less than 75% of eligible meetings; executive sessions of non-management directors held at least four times annually.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arbonne International LLC | Executive Vice President & Chief Financial and Administrative Officer | 2011–2018 | Led finance, capital management; global operations oversight |
| philosophy, inc. | Executive Vice President & Chief Financial Officer | 2008–2011 | Financial reporting, investor relations; strategic growth |
| The Procter & Gamble Company | Finance, General Management, Global Operations (roles of increasing responsibility) | 30+ years (dates not specified) | Broad finance/audit, global operations experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cincinnati Financial Corporation | Director | Since 2002 | Significant public company board oversight experience, including financial and accounting controls and executive compensation |
Board Governance
- Committee assignments: Audit (Chair) and Business Transformation (Member) .
- Independence: Board determined all current directors, including Schar, are independent under NYSE/SEC and company principles .
- Attendance: Board held 4 regular and 11 special meetings in fiscal 2024; no director participated in less than 75% of eligible meetings .
- Executive sessions: Non-management directors hold executive sessions at least four times annually; presided over by the Non-Executive Chairman .
- Evaluation: Annual Board/committee and peer-to-peer evaluations; may engage third parties; facilitated by legal department .
- Business Transformation Committee: Formed September 2024; Schar is a member .
- Audit oversight: As Audit Chair, oversees financial reporting, internal controls, auditor independence, and cybersecurity oversight framework reporting through the CISO/CITO .
Fixed Compensation
| Component | Fiscal 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $90,000 | Increased from $85,000 in 2023 |
| Audit Chair retainer | $30,000 | Chair fee level for Audit Committee |
| Meeting fees | Variable | $2,500 per regular Board meeting; $1,000 per special Board or committee meeting |
| Stock grant (fully vested) | $160,006 | 2,293 shares granted May 16, 2024 at $69.78 per share |
| Total cash fees (2024 actual) | $158,000 | Fees earned or paid in cash |
| Total compensation (2024 actual) | $318,006 | Cash + stock awards |
Performance Compensation
- Directors receive immediately vested common stock grants; no director performance-linked metrics or options were granted to directors in fiscal 2024, and meeting fees are fixed per meeting (not performance-contingent) .
Other Directorships & Interlocks
| Company | Sector Relationship to CRI | Interlock/Notes |
|---|---|---|
| Cincinnati Financial Corporation | Financial services; not a retailer | Long-standing directorship (since 2002) |
Related-party transactions: Company policy requires Audit Committee review/approval; none in fiscal 2024 .
Expertise & Qualifications
- Finance/Audit: Financial reporting, auditing, capital management, investor relations; qualifies for audit leadership .
- Strategic growth/M&A: Meaningful experience with strategic growth and mergers/acquisitions .
- Global operations: Extensive global operations and public company oversight experience .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership | 13,066 shares |
| Shares outstanding (record date) | 36,237,114 |
| Ownership as % of shares outstanding | ~0.036% (13,066/36,237,114) |
| Vested vs. unvested | No restricted stock listed among independent directors holding RS; Schar not in the restricted stock list; holdings presumed vested |
| Stock ownership guidelines | Directors must hold >5x annual cash retainer ($450,000) by year six; each director complied in fiscal 2024 |
| Hedging/Pledging | Prohibited by company policy |
Governance Assessment
- Strengths: Independent Audit Chair with deep finance, audit, and public company oversight credentials; active member of Business Transformation Committee; robust Board evaluation process; clear ownership guidelines with compliance; prohibition on hedging/pledging; no related-party transactions in 2024 .
- Engagement: Board met frequently in 2024 (4 regular + 11 special), signaling active oversight; executive sessions at least quarterly .
- Compensation alignment: Director pay mix is balanced (~50/50 cash vs. equity); cash retainer modestly increased to reflect responsibilities; no performance-linked pay for directors limiting pay-for-performance risk in governance roles .
- Shareholder signals: Prior year say-on-pay approval ~98% indicates investor support for compensation governance framework (applies to executives but reflects broader governance health) .
- Watch items: Age 70 with retirement policy at 75 could lead to future board refresh dynamics; continued monitoring of time commitments and other board service per revised nomination policies .