Mark Hipp
CARTERSAbout Mark P. Hipp
Independent director at Carter’s, Inc. since 2018; age 63; serves on the Audit Committee and the Compensation & Human Capital Committee. Background includes CEO of H2IDD (advisory firm focused on M&A) since January 2013, Operating Partner at Sterling Partners (Nov 2013–Apr 2017), and over 28 years at Hewlett Packard Enterprise Company, culminating as VP & GM, HP Software and Global Networking Business Management. Core credentials: information technology, cybersecurity, eCommerce, global supply chain/logistics, and strategic growth/M&A.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hewlett Packard Enterprise Company | Vice President & General Manager, HP Software and Global Networking Business Management | Over 28 years (dates not individually specified) | Technology, cybersecurity, eCommerce, global supply chain and logistics expertise provided to Board oversight |
| Sterling Partners (private equity) | Operating Partner | Nov 2013 – Apr 2017 | Strategic transactions, investments, relationships, and M&A experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| H2IDD (advisory firm) | Chief Executive Officer | Since January 2013 | Focused on public and private M&A |
Board Governance
- Committee assignments: Audit Committee (member) and Compensation & Human Capital Committee (member).
- Independence: Identified as an “Independent Director”; all standing Board committees are composed of independent directors.
- Attendance: In fiscal 2024, no director participated in less than 75% of the aggregate number of all Board and applicable committee meetings they were eligible to attend; Board held 4 regular meetings and 11 special meetings.
- Executive sessions: Non‑management directors hold executive sessions at least four times per year, presided over by the Non‑Executive Chairman.
- Board leadership: William J. Montgoris serves as Non‑Executive Chairman; the Board currently separates CEO and Chairman roles.
- Cybersecurity oversight: Audit Committee oversees cybersecurity; membership includes a director with 28+ years at Hewlett Packard Enterprise Company, consistent with Hipp’s profile.
Fixed Compensation
| Component | Fiscal 2024 Amount | Detail |
|---|---|---|
| Fees Earned or Paid in Cash | $133,000 | Cash retainers and meeting fees for Hipp in fiscal 2024 |
| Stock Awards | $160,006 | 2,293 fully vested common shares granted on May 16, 2024 at $69.78 grant-date fair value per share |
| Total | $293,006 | Sum of cash and stock awards |
Director compensation structure (program terms):
- Annual cash retainer $90,000 (increased from $85,000 in 2023).
- Annual stock award approximately $160,000 (immediately vested).
- Committee chair retainers: Audit and Business Transformation chairs $30,000; Compensation & Human Capital and Nominating & Corporate Governance chairs $25,000.
- Meeting fees: $2,500 per regularly scheduled Board meeting; $1,000 per special Board meeting and for committee meetings (regular/special).
- Initial appointment grant: one-time restricted stock equal to the annual retainer that cliff vests after three years.
- Deferred compensation program for non-management directors exists, but no directors deferred cash retainer or stock grants in fiscal 2024.
Performance Compensation
| Performance Metric | Applies to Director Pay? | Evidence |
|---|---|---|
| Company performance metrics (e.g., revenue, EBITDA, TSR) | Not applicable to director compensation | Director annual grants are fully vested common stock; program does not disclose performance-conditioned director awards |
| Initial appointment restricted stock vesting | 3-year time-based cliff vesting (not performance-based) | One-time restricted stock equal to annual retainer; cliff vests after three years |
Other Directorships & Interlocks
| Category | Status | Evidence |
|---|---|---|
| Current public company boards (Hipp) | None disclosed | Hipp biography lists roles; no other public boards stated for Hipp |
| Compensation committee interlocks (fiscal 2024) | None | Committee composed entirely of independent directors; no relationships requiring disclosure; no cross-board/committee interlocks with Company executive officers |
Expertise & Qualifications
- IT, cybersecurity and eCommerce: brings perspective on technology oversight relevant to Audit Committee cybersecurity mandate.
- Global supply chain and logistics: experience supports operational risk oversight.
- Strategic growth/M&A: investments, strategic relationships, and M&A expertise supports Compensation and governance deliberations on incentive alignment with strategy.
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 12,509 shares (less than 1% of common stock) |
| Director ownership guidelines | Must exceed 5x annual cash retainer or $450,000 by end of sixth year of service; all directors complied in fiscal 2024 |
| Hedging/Pledging | Prohibited for all Board members and employees under Company policy |
| Deferred compensation | Program available; no director deferrals for fiscal 2024 |
Governance Assessment
- Strengths: Independent director; dual service on Audit and Compensation & Human Capital Committees; relevant expertise in cybersecurity, IT, and supply chain; strong attendance culture; anti‑hedging/pledging policy; director ownership guideline compliance.
- Compensation alignment: Director pay mix is balanced between fixed cash and immediately vested equity, with meeting-based fees; initial appointment grant includes time-based vesting for alignment, but no performance conditions are disclosed for director equity.
- Conflicts/related parties: No related person transactions in fiscal 2024; Compensation Committee members (including Hipp) had no relationships requiring disclosure.
RED FLAGS: None disclosed for fiscal 2024 regarding attendance shortfalls, related-party transactions, hedging/pledging, or committee interlocks; continue to monitor director equity ownership versus guidelines and committee workloads amid Board’s 11 special meetings in 2024.