Jeffrey Black
CARTERSAbout Jeffrey H. Black
Independent Director at Carter’s, Inc. since 2022; age 70. Former Senior Partner and Vice Chairman at Deloitte LLP (2002–2016) and Partner-in-Charge of Arthur Andersen’s Metro New York audit practice (1988–2002), with 40 years of experience serving complex global clients. Recognized audit and cybersecurity oversight expertise; earned Carnegie Mellon’s CERT Certificate in Cybersecurity Oversight and completed NACD’s master course in Cybersecurity. Currently serves on Otis Worldwide Corp.’s board (Audit Chair; Nominating & Governance member).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte LLP | Senior Partner; Vice Chairman | 2002–2016 | Led teams for largest, complex global clients; deep accounting, financial reporting, risk/crisis oversight expertise |
| Arthur Andersen LLP | Partner-in-Charge, Metro New York Audit Practice | 1988–2002 | Leadership of major audit practice; executive oversight and governance experience |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Otis Worldwide Corp. | Director | Since 2020 | Audit Committee Chair; Nominating & Governance Committee member |
Board Governance
- Committee assignments: Member, Audit Committee (not Chair) .
- Independence: Independent Director since 2022; all standing Board committees are comprised entirely of independent directors .
- Attendance/engagement: Board held four regular meetings and 11 special meetings in FY 2024; no director participated in less than 75% of the aggregate Board and applicable committee meetings. All directors standing for election attended the 2024 annual meeting (virtual) .
- Executive sessions: Non‑management director executive sessions held at least four times a year, presided over by the Non‑Executive Chairman .
- Cyber risk oversight: Audit Committee oversees cybersecurity risk through quarterly CISO/CITO reports; committee includes members with cybersecurity certifications (including CERT/NACD credentials) .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $106,000 | $119,000 |
| Stock Awards ($) | $155,049 | $160,006 |
| Total ($) | $261,049 | $279,006 |
- Program details: Standard annual retainer comprised of cash and an immediately vested stock grant (FY 2023: $85,000 cash; ~$155,000 stock). Chair retainers: Audit Chair $30,000; Compensation & Human Capital and Nominating & Corporate Governance Chairs $25,000. Lead Director retainer $40,000. Meeting fees: $2,500 per regularly scheduled Board meeting; $1,000 per special Board or committee meeting .
- Deferred compensation: Directors may elect to defer cash/stock into deferred stock units until the fifth anniversary or Board departure; no deferrals in FY 2023 or FY 2024 .
Performance Compensation
| Detail | FY 2023 | FY 2024 |
|---|---|---|
| Annual equity grant shares | 2,385 shares | 2,293 shares |
| Grant date | May 18, 2023 | May 16, 2024 |
| Fair value per share | $65.01 | $69.78 |
| Vesting | Fully vested at grant | Fully vested at grant |
- Initial appointment grant: Independent directors receive a one‑time restricted stock grant equal to the annual retainer that cliff‑vests after three years upon initial appointment to the Board .
Other Directorships & Interlocks
| Company | Overlap/Interlock Risk |
|---|---|
| Otis Worldwide Corp. (industrial/elevators) | No disclosed related‑party transactions with Carter’s in FY 2023 or FY 2024; sector non‑overlapping with children’s apparel; low apparent conflict risk |
Expertise & Qualifications
- Financial reporting, accounting, and capital allocation expertise; qualifies as an Audit Committee financial expert under SEC/NYSE rules .
- Cybersecurity oversight credentials (CERT Certificate; NACD master course) and experience in information governance .
- Executive leadership and risk/crisis management experience from senior roles at Deloitte and Arthur Andersen .
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned (as of Mar 20, 2024) | 6,335; 0.0% of outstanding |
| Restricted stock held (independent directors with RS) | 1,975 shares (Black among four independent directors holding restricted stock) |
| Ownership guidelines | Must exceed 5x annual cash retainer by end of sixth year; FY 2024 threshold $450,000; FY 2023 threshold $425,000. All directors complied in FY 2023 and FY 2024 |
| Hedging/pledging policy | Hedging and pledging prohibited for Board members and employees |
Governance Assessment
- Board effectiveness: Black strengthens audit oversight and financial controls as a seasoned audit leader; he signs the Audit Committee Report recommending inclusion of audited financials in the 10‑K (indicating active committee engagement) .
- Alignment and incentives: Director pay structure balanced between cash retainers and equity; immediate vesting annual grants plus long‑term cliff‑vested initial grant support ownership alignment; compliance with stock ownership guidelines reported for FY 2023 and FY 2024 .
- Independence and conflicts: Independent since 2022; committees composed entirely of independent directors; no related‑party transactions disclosed in FY 2023 or FY 2024; hedging/pledging prohibited—positive alignment signals .
- Attendance/engagement: Board met frequently in FY 2024; all directors met minimum attendance expectations and attended the annual meeting—supportive of engagement .
- RED FLAGS: None disclosed for Black. Noted single late Section 16 filing in FY 2024 by another director (Mark P. Hipp), with no indication of issues for Black .