Jill Wilson
CARTERSAbout Jill Wilson
Jill A. Wilson is Senior Vice President, Human Resources & Talent Development at Carter’s, Inc. (CRI). She joined Carter’s in 2009 as Vice President of Human Resources and was promoted to SVP in 2010; she is age 58 and has extensive experience across talent management, organizational development, compensation/benefits, and M&A integration, with prior HR leadership roles at The May Company and Macy’s (including Group VP of HR) . For context on the operating backdrop during her tenure, Carter’s pay-versus-performance disclosure shows multi-year TSR compression and lower profitability in recent years, factors that feed into incentive outcomes and retention design overseen by HR.
Company performance context (GAAP and pay-versus-performance measures):
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Total Shareholder Return (Value of $100) | 86.62 | 94.49 | 72.36 | 75.89 | 57.59 |
| Net Income ($000s) | 109,717 | 339,748 | 250,038 | 232,500 | 185,509 |
| Adjusted Operating Income ($000s) | 279,764 | 500,764 | 388,171 | 327,816 | 286,550 |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Macy’s, Inc. | Various HR roles of increasing responsibility, including Group VP of HR | Pre-2009 | Broad HR leadership across compensation/benefits, talent, learning, and integration |
| The May Company | HR roles | Pre-2009 | 20+ years combined at May/Macy’s, building end-to-end HR expertise |
External Roles
- Not disclosed in company filings reviewed.
Fixed Compensation
- Base salary and target bonus for Ms. Wilson are not disclosed in the proxy (she is not listed as an NEO). No public data in the latest DEF 14A details her base salary or target bonus .
Performance Compensation
2024 annual incentive framework (company-level design relevant to senior leadership incentive architecture):
| Metric | Weight | Threshold | Target | Maximum | FY2024 Actual | Notes |
|---|---|---|---|---|---|---|
| Net Sales | 50% | $2,890mm | $3,000mm | $3,093mm | $2,844mm | Below threshold |
| Adjusted Operating Income | 30% | $310mm | $345mm | $377mm | $287.0mm | Below threshold |
| Strategic Objectives | 20% | N/A | N/A | N/A | 25% attained | Consumer/brand/traffic/multicultural goals |
- Outcome: Company determined 2024 annual incentive payout at 5% of target (NEO framework), reflecting shortfalls on financial metrics and partial strategic attainment .
- Long-term PSAs (2012 plan cycle noted): 2022–2024 PSA tranche paid 0% (both Net Sales and Adjusted EPS metrics missed thresholds) .
Ms. Wilson—Retention award (cash):
| Grant/Announcement date | Type | Amount | Vesting | Acceleration triggers |
|---|---|---|---|---|
| January 7, 2025 | Cash retention award | $250,000 | Vests 100% on first anniversary of award, subject to continuous employment | Acceleration upon termination without cause, resignation for good reason, death, or disability |
Implication: The retention award is cash (not equity), creating one-year retention tether without incremental equity overhang or near-term insider selling pressure .
Equity Ownership & Alignment
- Individual beneficial ownership for Ms. Wilson is not itemized in the 2025 proxy’s ownership table; the filing discloses totals for NEOs/directors and the “all directors and executive officers as a group” (733,405 shares; 2.0% of outstanding) .
- Hedging/pledging: Company policy prohibits hedging and pledging of Company stock by any employee or director, enhancing alignment by restricting risk-mitigating tactics that could undermine shareholder exposure .
- Stock ownership guidelines: The proxy specifies minimum ownership guidelines for NEOs (CEO 7x base salary; Senior Executive Vice Presidents & Executive Vice Presidents 3x); unvested PSUs are excluded from compliance calculations. The filing discusses these guidelines in the context of NEOs; it does not specify a distinct multiple for SVP-level roles .
Ownership and policy references:
| Item | Disclosure |
|---|---|
| Group ownership (all directors and current executive officers) | 733,405 shares; 2.0% of outstanding |
| Hedging/Pledging | Prohibited for all employees/directors |
| Ownership guidelines (NEOs) | CEO 7x; SEVPs/EVPs 3x base salary; PSUs excluded |
Employment Terms
- Ms. Wilson’s individual employment agreement, severance, change-in-control, or non-compete specifics are not disclosed in the DEF 14A.
- For context, CRI discloses standard severance constructs for NEOs (12 months’ base pay; additional 12 months upon double-trigger change of control; medical/dental and life insurance contribution periods; equity acceleration rules updated in 2024 to double-trigger), but these provisions are specifically described for NEOs and may not apply to Ms. Wilson absent a disclosed agreement .
- Company-wide retention and restructuring context: On January 7, 2025, CRI issued $250,000 cash retention awards to designated leaders including Ms. Wilson, vesting after one year . On October 27, 2025, CRI announced a restructuring plan with $10.1–$11.1 million in charges primarily for severance/termination benefits (execution through 1H26), a program HR would typically co-lead operationally .
Investment Implications
- Retention risk and incentives: A one-year, all-cash retention award for Ms. Wilson signals near-term retention priorities during leadership transition and restructuring, without adding equity supply or creating forced selling dynamics upon vest (cash-settled) .
- Pay-for-performance alignment: 2024 incentives paid out at 5% of target and 2022–2024 PSAs earned 0%, evidencing stringent performance thresholds; this reduces perceived pay leakage and supports alignment, but can pressure retention, necessitating targeted retention awards (like Ms. Wilson’s) for continuity in critical HR leadership roles .
- Governance and alignment safeguards: Prohibitions on hedging/pledging and clarified double-trigger equity vesting post-2024 reduce misalignment and mitigate opportunistic behaviors around control changes .
- Execution watch items: The announced restructuring’s severance and termination benefits (~$10.1–$11.1 million) underscore elevated organizational change; successful talent management (succession, engagement, leadership bench) under Ms. Wilson’s purview will be a lever for operational execution and margin recovery in 2026, whereas elevated turnover would be a red flag .
- Trading signals: No direct insider selling pressure arises from Ms. Wilson’s package (cash retention). Broader insider equity overhang is moderated by company policies; investor focus should remain on incoming CEO equity incentives, restructuring execution, revenue/margin inflection, and Say-on-Pay support (98% approval in 2024) as barometers of alignment and confidence .
Data gaps: Ms. Wilson is not an NEO; her base salary, target bonus %, individual RSU/PSU grants, ownership totals, and severance/CIC economics are not itemized in the latest proxy filings reviewed.
Citations:
- Bio/age/tenure and executive roster:
- Incentive structure, 2024 payout (5%), PSA 2022–2024 0%:
- Pay-versus-performance TSR, Net Income, Adjusted Operating Income:
- Hedging/pledging prohibition; ownership guidelines (NEOs):
- NEO severance/CIC framework (context only):
- Retention award to Ms. Wilson ($250,000 cash; vesting/acceleration):
- Restructuring plan and severance/termination charges: