Julie D’Emilio
CARTERSAbout Julie D’Emilio
Julie A. D’Emilio is Executive Vice President, Global Sales at Carter’s, Inc. (CRI), with 19+ years at the company; she joined in 2006, advanced to SVP Sales in 2013, EVP Sales in 2016, and EVP Global Sales in 2020. She is 58 years old and previously held senior commercial roles at Calvin Klein Jeans (Warnaco), Liz Claiborne, London Fog, and Jones Apparel Group, positioning her as a seasoned wholesale/retail operator in branded apparel . CRI’s recent operating context during her tenure included 2023 net sales of $2.95B (down 8.3% YoY) with robust operating cash flow ($529M), and 2024 pay-versus-performance TSR of $57.59 on an initial $100 basis, underscoring a mixed top-line/TSR backdrop shaping incentive outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Carter’s, Inc. | VP Sales → SVP Sales → EVP Sales → EVP Global Sales | 2006–2013 → 2013–2016 → 2016–2020 → 2020–Present | Not disclosed |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Calvin Klein Jeans (Warnaco) | EVP Juniors & Girls; VP Women’s Division | Not disclosed | Not disclosed |
| Liz Claiborne Inc. | Commercial roles | Not disclosed | Not disclosed |
| London Fog Industries, Inc. | Commercial roles | Not disclosed | Not disclosed |
| Jones Apparel Group (predecessor to The Jones Group, Inc.) | Commercial roles | Not disclosed | Not disclosed |
Fixed Compensation
- Base salary rates (approved by the Compensation & Human Capital Committee):
- 2022: $565,000; 2023: $590,000 (+4.4%) .
| Metric | 2022 | 2023 |
|---|---|---|
| Base Salary Rate ($) | $565,000 | $590,000 |
- Ownership/retention guardrails:
- Stock ownership guideline for Executive Vice Presidents: 3x base salary; in 2023, all NEOs were in compliance . Effective Feb 9, 2024, unvested performance stock is excluded from ownership calculation; 2024 multiples remained 3x for EVPs .
Performance Compensation
- Annual Incentive Plan (AIP) – 2023 design and outcome (for NEOs, including D’Emilio):
- Target bonus: 75% of base salary .
- Metrics (equal 25% weight each): Net Sales, Adjusted Operating Income, Operating Cash Flow, Strategic Objectives .
- Company performance and payout:
- Net Sales: $2,946M vs $3,021M target; Adjusted Op Inc: $328M vs $363M target; Operating Cash Flow: $529M vs $325M target; Strategic Objectives: 100% achievement; AIP paid at 88% of target; D’Emilio received $389,400 .
| AIP Metric (FY2023) | Threshold | Target | Maximum | Actual | Weight | Payout Basis |
|---|---|---|---|---|---|---|
| Net Sales ($MM) | 2,840 | 3,021 | 3,213 | 2,946 | 25% | Company result drove 88% of target payout |
| Adj. Operating Income ($MM) | 325 | 363 | 400 | 328 | 25% | Company result drove 88% of target payout |
| Operating Cash Flow ($MM) | 275 | 325 | 375 | 529 | 25% | Company result drove 88% of target payout |
| Strategic Objectives | N/A | N/A | N/A | 100% | 25% | Company result drove 88% of target payout |
| Resulting AIP Payout | 88% of target; $389,400 to D’Emilio |
- Long-Term Incentive (LTI) – 2023 grants (mix: 50% time-based RS, 50% performance-based RS (PSAs), 3-year cycle):
- Grant date 2/27/2023: 5,404 time-based RS (4-year ratable vesting); 5,404 performance-based RS (three-year performance period 2023–2025, 0–200% payout) at $74.06 grant date fair value per share .
| LTI Grant (2/27/2023) | Shares | Vesting/Performance | Grant Date FV/Share |
|---|---|---|---|
| Time-based Restricted Stock | 5,404 | 25% annually over 4 years | $74.06 |
| Performance-based Restricted Stock | 5,404 | 3-year PSU (2023–2025), 0–200% earned; settles in 2026 | $74.06 |
- Program governance and risk alignment:
- Clawback (Rule 10D‑1) and double-trigger change-in-control provisions added to equity plan effective Feb 15, 2024 .
- Hedging/pledging prohibited; no hedging or pledging by NEOs in 2023; continued prohibition and no pledging/hedging in 2024 .
- Say‑on‑pay support: 88% in 2023; 98% in 2024, indicating broad shareholder support for the program structure .
Multi‑Year Compensation (Summary)
| Metric ($) | 2021 | 2022 | 2023 |
|---|---|---|---|
| Salary | 534,808 | 556,346 | 581,346 |
| Stock Awards | 1,150,715 | 650,232 | 800,440 |
| Non‑Equity Incentive Plan Comp | 810,000 | 0 | 389,400 |
| All Other Compensation | 62,937 | 74,896 | 96,911 |
| Total | 2,558,460 | 1,387,475 | 1,868,097 |
Equity Ownership & Alignment
- Beneficial ownership (as of March 20, 2024): 62,475 shares (approx. 0.2%); breakdown below. Company policy bars hedging/pledging; NEOs met ownership guidelines in 2023 .
| Component | Amount |
|---|---|
| Owned & Vested Common Stock | 21,855 |
| Exercisable Stock Options | 16,408 |
| Restricted Common Stock (Unvested) | 11,272 |
| Unvested Performance Stock | 12,940 |
| Percent of Shares Outstanding | 0.2% |
- Stock options outstanding at 2023 year‑end (all exercisable), contextualized vs market price:
- FY2023 year‑end stock price: $74.89 (12/29/2023) .
- FY2024 year‑end stock price: $54.43 (12/27/2024) .
| Option Tranche | Shares | Exercise Price | Expiration |
|---|---|---|---|
| 2018 grant | 5,048 | $120.25 | 2/21/2028 |
| 2017 grant | 7,000 | $83.84 | 2/14/2027 |
| 2016 grant | 2,600 | $90.66 | 2/16/2026 |
| 2015 grant | 1,760 | $82.40 | 2/18/2025 |
- Ownership policy and selling pressure:
- 4‑year holding requirement on time‑based RS and 1‑year post‑vest holding on options; coupled with many option strikes above recent share prices, near‑term insider selling pressure from option exercises appears structurally constrained by policy and economics .
Employment Terms
- Severance (NEO agreement in effect during 2023; applicable to D’Emilio):
- Termination without cause / for good reason: 12 months’ base salary; pro‑rated AIP based solely on company results; company contributions to medical/dental/life for 12 months; release and compliance with confidentiality, non‑compete, and non‑solicit covenants required .
- Change of Control (within 2 years; double‑trigger for equity effective 2/15/2024): 24 months’ base salary and benefits contributions; equity awarded before 2/15/2024 single‑trigger accelerates at target on CoC; awards on/after 2/15/2024 accelerate only upon qualifying termination or if no qualifying replacement awards are provided .
Investment Implications
- Pay‑for‑performance alignment: AIP tied to growth, profitability, cash flow and strategic goals paid at 88% of target in 2023 (driven by over‑achievement in operating cash flow but under‑performance in sales and operating income), translating into a $389k payout for D’Emilio; PSUs provide multi‑year alignment with 0–200% outcomes and added CoC double‑trigger protections from 2024 .
- Retention and turnover risk: Severance provides 12 months’ cash continuity (24 months upon CoC), plus pro‑rated bonus and extended benefits, mitigating abrupt departure risk while enforcing non‑compete/non‑solicit obligations; equity retention/ownership guidelines further promote alignment and tenure .
- Insider selling pressure: Most legacy option strikes sit above recent year‑end prices (e.g., $83.84–$120.25 vs $74.89 in 2023 and $54.43 in 2024), blunting incentive to exercise; 4‑year RSU holding periods also temper supply from executive sales .
- Governance and shareholder sentiment: Strong say‑on‑pay support (88% in 2023; 98% in 2024) indicates investor approval of the incentive design and governance policies (clawback; anti‑hedging/pledging) that oversee executive compensation .
Notes: • All figures reflect Carter’s disclosures for the specified fiscal years; where plan design is described at the NEO level, it applied to named executives including D’Emilio in 2023 (and to NEOs generally in 2024) . • No related‑party transactions or pledging were disclosed for D’Emilio; the company prohibits hedging/pledging and reported no such activity by NEOs in 2023 and 2024 .