Hali Borenstein
CARTERSAbout Hali Borenstein
Independent director of Carter’s, Inc. since 2019; age 40. She is CEO of Reformation LLC (since June 2020), with prior roles as President (Dec 2017–Jun 2020) and merchandising/design leadership (2014–2017) at Reformation; earlier, senior merchandiser at Gymboree and began her career at Bain & Company. Core credentials: consumer retail leadership, eCommerce, brand marketing, sustainability, and apparel merchandising; serves on Carter’s Nominating & Corporate Governance and Business Transformation committees . In FY2024, no director participated in less than 75% of meetings, and all directors attended the annual meeting, indicating strong overall engagement .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Reformation LLC | Chief Executive Officer | Jun 2020–present | Leads consumer-focused apparel brand with sustainability and digital commerce orientation |
| Reformation LLC | President | Dec 2017–Jun 2020 | Brand, merchandising, and growth leadership |
| Reformation LLC | Merchandising & Design roles | 2014–2017 | Increasing responsibility in product and merchandising |
| Gymboree Group, Inc. | Senior Merchandiser | Pre-2014 | Children’s apparel merchandising experience |
| Bain & Company | Began career (consulting) | Not disclosed | Strategy/analysis foundation |
External Roles
| Organization | Capacity | Public/Private | Notes |
|---|---|---|---|
| Reformation LLC | Chief Executive Officer | Private | Women’s lifestyle brand; sustainability and eCommerce focus |
| Other public company directorships | None disclosed | — | CRI proxy lists other public directorships for several directors but none are listed for Borenstein |
Board Governance
- Independence: Independent director since 2019; committees—Nominating & Corporate Governance (member) and Business Transformation (member). She does not hold any chair positions .
- Board structure and meetings: FY2024 included 4 regular and 11 special board meetings; no director attended less than 75% of eligible meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Non-management directors meet at least four times a year, led by the Non-Executive Chairman .
- Majority voting policy: Directors must receive more “For” than “Against” votes; incumbents failing to secure a majority must tender their resignation for Board consideration .
- Business Transformation Committee: Formed in September 2024 to support strategic oversight; Borenstein is a member .
Committee Assignments (FY2024/2025 slate)
| Committee | Role |
|---|---|
| Nominating & Corporate Governance | Member |
| Business Transformation | Member |
Fixed Compensation (Non-Employee Director; Fiscal 2024)
| Component | Amount/Structure | Notes |
|---|---|---|
| Annual cash retainer | $90,000 | Increased from $85,000 in 2023 |
| Equity award | ~$160,000 | Immediately vested common stock; 2,293 shares granted May 16, 2024 at $69.78 grant date fair value (ASC 718) |
| Meeting fees | $2,500 per regular Board meeting; $1,000 per special Board or committee meeting | Paid to all non-management directors |
| Committee chair retainers | N/A for Borenstein | Audit & Business Transformation chairs: $30,000; Comp & Nominating chairs: $25,000 |
| Deferred compensation | Optional deferral program | No director deferred cash or stock in FY2024 |
Fiscal 2024 Director Compensation – Hali Borenstein
| Metric | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | $123,000 |
| Stock Awards (grant-date fair value) | $160,006 |
| Total | $283,006 |
| Stock grant details | 2,293 fully vested shares on May 16, 2024 at $69.78/share |
Performance Compensation
| Item | Status |
|---|---|
| Performance-based equity or cash for directors | Not used; non-employee director equity grants are fully vested on grant and not tied to performance metrics |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards (Borenstein) | None disclosed in CRI proxy |
| Compensation Committee interlocks (CRI) | Compensation & Human Capital Committee comprised entirely of independent directors; no interlocks or insider participation in FY2024 |
Expertise & Qualifications
- Deep consumer retail leadership experience spanning eCommerce, brand marketing, sustainability, and merchandising from her roles at Reformation; earlier merchandising experience at Gymboree; strategic foundation from Bain & Company .
- Board governance profile: contributes consumer strategy and retail/apparel domain expertise to the Nominating & Governance and Business Transformation committees .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Shares Outstanding |
|---|---|---|
| Hali Borenstein | 12,519 | <1% (indicated as “*”) |
- Ownership guidelines: Directors must maintain holdings exceeding five times the annual cash retainer (i.e., $450,000) by the end of the sixth year of service; all directors were in compliance in FY2024 .
- Hedging/pledging: Prohibited for all directors and employees; clawback policy adopted consistent with NYSE Rule 10D-1 .
- Restricted stock: Only four independent directors (Anderson, Black, Rauch, and Stahl) hold restricted stock; Borenstein is not among them .
Insider Trading and Section 16 Compliance
| Item | FY2024 Status |
|---|---|
| Delinquent Section 16 filings – Borenstein | None disclosed; the proxy notes one late Form 4 for director Mark P. Hipp only |
Governance Assessment
- Strengths: Independent since 2019 with directly relevant retail/eCommerce expertise; active on Nominating & Governance and newly formed Business Transformation committees; strong board engagement with no <75% attendance; robust shareholder alignment policies (5x retainer ownership guideline; hedging/pledging prohibitions) and full compliance reported .
- Shareholder sentiment context: Say-on-pay support at the 2024 annual meeting was ~98%, indicating broad investor support for CRI’s pay governance framework (though director pay is separate, it signals a constructive governance environment) .
- Conflicts/Related parties: No related-party transactions in FY2024; Compensation Committee disclosed no interlocks and is fully independent, reducing conflict risk .
- Watch items: As CEO of an external apparel brand, ongoing monitoring of time commitments is prudent; CRI updated governance to evaluate director time commitments when assessing nominees (Feb 2025) . No specific conflicts disclosed.
RED FLAGS: None identified in the proxy for Borenstein—no attendance shortfalls, no related-party transactions, no hedging/pledging, and no delinquent filings disclosed .
Appendix – Reference Tables (Board and Director Program Context)
Board Meetings and Attendance (FY2024)
| Metric | Value |
|---|---|
| Regular Board meetings | 4 |
| Special Board meetings | 11 |
| Attendance threshold | No director <75% of eligible meetings |
| Annual meeting attendance | All directors attended (virtual) |
Director Compensation Program (FY2024)
| Element | Amount |
|---|---|
| Cash retainer (non-employee) | $90,000 |
| Equity award (grant-date value) | ~$160,000; 2,293 shares at $69.78 (fully vested) |
| Meeting fees | $2,500 per regular Board; $1,000 per special Board/committee |
| Chair retainers | Audit & Business Transformation: $30,000; Comp & Nominating: $25,000 |
| Deferral program | Available; none deferred in FY2024 |
Citations:
Director biography and committee matrix; Board meetings, attendance, committee formation; Director compensation program details; Director compensation table and stock grant specifics, ownership guideline compliance and deferral usage; Beneficial ownership table (Borenstein shares); Footnotes on restricted stock and Section 16 compliance note; Hedging/pledging prohibition and clawback policy; Related-party transactions—none; Compensation Committee independence/interlocks; Say-on-pay support.