Raghu Sagi
CARTERSAbout Raghu Sagi
Raghu R. Sagi, age 54, is Executive Vice President, Chief Information & Technology Officer at Carter’s, Inc., joining in April 2024 after serving as CIO of Inspire Brands and senior engineering leadership roles at Sephora USA; he oversees retail, eCommerce, and marketing technology platforms . During fiscal 2024 (his first year at CRI), company net sales were $2,844 million and adjusted operating income was $287.0 million, and the company’s TSR “value of initial fixed $100 investment” for 2024 was $57.59 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Inspire Brands, Inc. | Chief Information Officer | 2019–2024 | Enterprise CIO for multi-brand restaurant platform |
| Sephora USA, Inc. | Senior VP & Chief Engineering Officer; prior roles | 2011–2019 | Led technology platforms for retail stores, eCommerce, and marketing |
Fixed Compensation
| Item | 2024 Detail |
|---|---|
| Base salary rate (effective upon hire) | $600,000 (effective April 2024) |
| Salary paid in FY2024 | $392,308 |
| Target annual bonus % | 75% of base salary (set upon April 2024 hire) |
| Actual 2024 annual incentive paid | $15,300 (5% of target) |
2024 compensation components (as reported):
| Component | 2024 ($) |
|---|---|
| Salary | $392,308 |
| Stock awards (grant-date fair value) | $1,000,120 |
| Non-equity incentive plan compensation | $15,300 |
| All other compensation | $43,479 |
| Total | $1,451,207 |
All other compensation detail:
| Sub-component | 2024 ($) |
|---|---|
| 401(k) company match | $7,385 |
| Dividends on unvested restricted stock | $34,762 |
| Other (imputed/benefit items) | $1,333 |
Performance Compensation
Annual incentive design and 2024 outcomes:
| Metric | Weight | Threshold | Target | Maximum | Actual FY2024 | Payout Drivers |
|---|---|---|---|---|---|---|
| Net Sales (in $mm) | 50% | $2,890 | $3,000 | $3,093 | $2,844 | Under threshold |
| Adjusted Operating Income (in $mm) | 30% | $310 | $345 | $377 | $287.0 | Under threshold |
| Strategic Objectives | 20% | N/A | N/A | N/A | Achieved 25% of objectives | Partial attainment |
| Company-wide result | — | — | — | — | — | 5% of target payout; Sagi paid $15,300 |
Long-term incentives (LTI) granted to Sagi in 2024:
- Award type/mix: Time-based restricted stock only in 2024 (no PSUs granted to Sagi); vest 25% annually over 4 years .
- Shares granted and grant-date details: 14,484 time-based restricted shares on 5/10/2024; grant-date fair value $1,000,120 at $69.05 per share .
Company PSA program context (no 2024 PSAs to Sagi):
- 2024–2026 PSA metrics and weights: Net Sales (33%), Adjusted EPS (33%), Relative TSR (34%) with 3-year performance period and 25%–200% payout range .
Equity Ownership & Alignment
Beneficial ownership and breakdown (as of record date March 20, 2025):
| Measure | Amount |
|---|---|
| Total beneficial ownership (shares) | 29,844 |
| Composition | Restricted common stock: 29,844; Owned & vested common stock: —; Options exercisable: —; Unvested PSUs: — |
| Ownership as % of shares outstanding | ~0.08% of 36,237,114 shares outstanding (29,844 / 36,237,114) |
Vesting schedule and potential selling pressure:
- 2024 new-hire grant vesting: 25% annually on each anniversary of 5/10/2024 (approx. 3,621 shares per tranche) through 2028; vesting contingent on continued employment .
- Equity retention and trading constraints:
- Time-based restricted stock must be held for four years from grant; sales allowed only to cover tax withholding on vesting .
- Hedging and pledging of CRI stock are prohibited, reducing misalignment risk and leverage-related selling pressure .
- Stock ownership guidelines: 3x base salary multiple for Executive Vice Presidents; all NEOs were in compliance in 2024; unvested restricted stock counts toward guidelines (unvested PSUs do not) .
Employment Terms
| Term | Key Economics/Terms |
|---|---|
| Severance (termination without cause / resignation for good reason) | 12 months of base salary continuation for Executive Vice Presidents (includes Sagi); pro-rated annual bonus based solely on Company goal attainment; Company contributions to medical/dental and life insurance for up to 12 months; conditioned on release and compliance with post-termination covenants (confidentiality, non-compete, non-solicit) . |
| Change-of-control (CoC) protection | If terminated without cause or resigns for good reason within 2 years post-CoC: an additional 12 months of base salary (on top of severance above) and extended benefits contributions; equity treatment depends on award date (see below) . |
| Equity acceleration under CoC | Awards granted before Feb 15, 2024: single-trigger full vesting upon CoC; awards on/after Feb 15, 2024: double-trigger vesting upon qualifying termination within two years post-CoC or if no qualifying replacement award is provided . |
| Clawback | Mandatory clawback consistent with SEC Rule 10D-1/NYSE standards applies to incentive compensation and equity . |
| Hedging/Pledging | Prohibited for all insiders (alignment safeguard) . |
| Deferred compensation | Sagi deferred $150,000 in 2024; year-end aggregate balance $153,519 . |
Compensation Structure Analysis
- Pay mix and performance sensitivity: 2024 cash bonus paid at 5% of target due to under-threshold sales and adjusted operating income, with limited strategic objectives attainment, demonstrating downside sensitivity in annual incentives .
- Shift toward RS over options: CRI has not granted stock options since 2018; Sagi’s 2024 LTI was 100% time-based RS, lowering risk vs. options but increasing retention-driven alignment via multi-year vesting and 4-year hold policy .
- Governance protections: Double-trigger equity vesting for 2024+ awards, formal clawback, and anti-hedging/pledging policies strengthen alignment and reduce governance risk .
- Market benchmarking: Compensation levels benchmarked to a 15-company apparel/retail peer group and broader retail surveys; EVPs guided by market percentiles and role scope .
Investment Implications
- Alignment and retention: Substantial unvested restricted stock (29,844 shares as of 3/20/2025) and 4-year holding requirements drive multi-year retention and alignment; limited ability to sell beyond tax-withholding should temper discretionary selling pressure around vest dates .
- Incentive quality: Annual plan ties 80% to hard financials (sales and adjusted operating income) and 20% to strategic consumer initiatives, with 2024 payout at 5% of target—indicating real downside when goals are missed .
- Change-in-control and severance risk: For an EVP, economics approximate 1x salary on involuntary separation (plus pro-rated bonus and benefits), and 2x salary in a double-trigger CoC—moderate from a shareholder perspective; double-trigger equity terms for 2024+ awards reduce windfall risk .
- Execution focus: Background leading complex consumer-tech platforms at Inspire Brands and Sephora aligns with CRI’s digital and retail technology needs; company 2024 results underscored margin and top-line pressures, so execution on IT, eCommerce, and marketing enablement will be central to value creation under his remit .
Say-on-pay context: 98% approval in 2024 suggests shareholder support for the program structure that also governs Sagi’s incentives .
Appendix: References to CRI disclosures
- Executive bio, role, age, tenure:
- 2024 performance and incentives outcome:
- 2024 compensation tables and award details:
- Beneficial ownership and breakdown:
- Equity plan, ownership guidelines, retention, hedging/pledging, clawback:
- Severance and CoC terms:
- Company TSR metric, net income, adjusted operating income: