Luis Borgen
CARTERSAbout Luis Borgen
Independent Director at Carter’s, Inc. since 2021; age 55. Former multi-time CFO across healthcare tech (athenahealth), e-commerce (Vistaprint), retail/consumer (DAVIDsTEA, DaVita, Staples U.S. Retail); began career as a U.S. Air Force officer. Current CRI committee memberships: Audit and Compensation & Human Capital; not a chair. Other public boards: Eastern Bankshares, Inc. (since 2016) and Synopsys, Inc. (since 2022).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| athenahealth, Inc. | Chief Financial Officer | 2019–2022 | Led finance at healthcare tech firm; capital markets and investor relations exposure |
| Vistaprint | Chief Financial Officer | 2017–2019 | E-commerce finance leadership; international expansion experience |
| DAVIDsTEA Inc. | Chief Financial Officer | 2012–2017 | Public-company retail CFO; governance and risk oversight exposure |
| DaVita Inc. | Chief Financial Officer | 2010–2012 | Public healthcare provider CFO; operating and capital allocation expertise |
| Staples, Inc. | SVP Finance & CFO, U.S. Retail (after 13 years at Staples) | 13 years (prior to DaVita) | Retail operations, M&A, investor relations |
| U.S. Air Force | Officer | Early career | Leadership foundation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Eastern Bankshares, Inc. | Director | Since 2016 | Not disclosed in CRI proxy |
| Synopsys, Inc. | Director | Since 2022 | Not disclosed in CRI proxy |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent Director since 2021 |
| Committees | Audit (Member); Compensation & Human Capital (Member) |
| Chair Roles | None; Audit Chair is Gretchen W. Schar; Comp & Human Capital Chair is Jevin S. Eagle |
| Attendance | Company states no director participated in less than 75% of aggregate Board and applicable committee meetings in FY2024 |
| Meeting Cadence | FY2024 Board held 4 regular quarterly meetings and 11 special meetings; executive sessions of non-management directors at least 4 times a year |
| Audit Committee Report Signatory | Listed as a signatory to the FY2024 Audit Committee Report |
| Election Result (2025) | Elected to one-year term; votes for 28,646,264; against 67,771; abstain 131,030; broker non-votes 4,008,941 |
Fixed Compensation
| Component | FY2024 Amount/Structure | Notes |
|---|---|---|
| Annual cash retainer (directors) | $90,000 (increased from $85,000 in 2023) | Applies to all non-management directors |
| Equity retainer (directors) | ~$160,000 in immediately vested common stock | May 16, 2024 grant of 2,293 fully vested shares at $69.78; grant date fair value $160,006 |
| Meeting fees | $2,500 per regular Board meeting; $1,000 per special Board or committee meeting | Paid in cash |
| Committee chair fees | Audit & Business Transformation: $30,000; Compensation & Nominating: $25,000 | Borgen is not a chair |
| FY2024 cash actually earned (Borgen) | $132,000 | Includes retainers/meeting fees |
| FY2024 stock award (Borgen) | $160,006 | 2,293 fully vested shares on 5/16/2024 at $69.78 |
| FY2024 total (Borgen) | $292,006 | Cash + stock |
| Deferred comp program | Directors may defer retainers/stock into DSUs to 5th anniversary or board departure; no directors deferred in FY2024 |
Performance Compensation
Directors do not receive bonuses, options, or performance shares at CRI; their equity retainer is an immediately vested stock grant (no performance metrics). As a Compensation & Human Capital Committee member, Borgen oversees NEO pay, which is tied to the following Company metrics in FY2024.
| NEO Pay-For-Performance Metrics (FY2024) | Usage |
|---|---|
| Net Sales | Annual incentive and performance-based equity measures |
| Adjusted Operating Income | Annual incentive and performance-based equity measures |
| Adjusted Diluted EPS | Annual incentive and performance-based equity measures |
| Operating Cash Flow | Annual incentive and performance-based equity measures |
Additional governance of comp program risk: Committee determined compensation policies/practices are not reasonably likely to have a material adverse effect on Carter’s . The Committee uses independent consultant Meridian; assessed as independent, no conflicts . Compensation & Human Capital Committee is fully independent; no compensation committee interlocks or insider participation disclosed for FY2024 .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Other public boards | Eastern Bankshares, Inc. (since 2016); Synopsys, Inc. (since 2022) |
| Compensation committee interlocks | None disclosed for FY2024; no member had relationships requiring related-person disclosure; no reciprocal exec/comp committee overlaps |
Expertise & Qualifications
- Finance and operating leader with 25+ years across public and PE-backed companies; CFO roles in healthcare technology, e-commerce, and retail; experience in capital markets, investor relations, M&A, international expansion .
- Oversight experience in executive compensation, risk management, and corporate governance; substantial operational experience in retail/consumer sectors .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Luis Borgen | 8,996 | <1% | As of record date March 20, 2025 |
| Director ownership guidelines | Minimum 5x annual cash retainer ($450,000) by end of 6th year; all directors complied in FY2024 | Applies to ability to sell CRI stock | |
| Pledging/loans | No related-party transactions disclosed in FY2024 | No loans or related deals involving directors |
Say-on-Pay & Shareholder Feedback (Signals)
| Year | Outcome | Vote Detail |
|---|---|---|
| 2025 | Say-on-Pay approved | For: 26,944,958; Against: 1,683,822; Abstain: 216,285; Broker non-votes: 4,008,941 |
| 2024 | Say-on-Pay approved | For: 32,828,890; Against: 820,192; Abstain: 55,962; Broker non-votes: 905,939 |
| 2025 Director election (Borgen) | Elected | For: 28,646,264; Against: 67,771; Abstain: 131,030; Broker non-votes: 4,008,941 |
Compensation Committee Context (Peer Group)
For executive benchmarking, the committee uses a 15-company peer group (retail/wholesale apparel/accessories; ~0.5–2.0x CRI net sales) including Abercrombie & Fitch, American Eagle Outfitters, The Children’s Place, Columbia Sportswear, G-III, Gildan, Guess?, HanesBrands, Kontoor Brands, Levi Strauss, Oxford Industries, Tapestry, Under Armour, Urban Outfitters, Victoria’s Secret .
Governance Assessment
- Strengths: Independent status; dual service on Audit and Compensation & Human Capital Committees; strong finance/CFO pedigree across sectors; active oversight evidenced by Audit Report signatory; robust ownership guideline compliance across the board; no related-party transactions in FY2024; say-on-pay support remained favorable in 2024 and 2025 .
- Engagement/attendance: Company reports all directors met ≥75% attendance threshold in FY2024; Board met frequently (4 regular, 11 special), with at least quarterly executive sessions of non-management directors—supporting engagement .
- RED FLAGS: None disclosed related to Borgen (no related-party transactions, no interlocks, no Section 16 issues noted for him). One Section 16 delinquency was reported for another director (Mark P. Hipp) in 2024; not attributable to Borgen .