Richard Westenberger
Senior Executive Vice President, Chief Financial Officer & Chief Operating Officer at 
CARTERS
CARTERSExecutive
About Richard Westenberger
Richard F. Westenberger is Senior Executive Vice President, Chief Financial Officer & Chief Operating Officer of Carter’s, and served as Interim CEO from January–April 2025; he joined Carter’s in 2009 and is 56 years old . He previously held senior finance roles at Hewitt Associates (VP Corporate Finance & Treasurer), Sears/Lands’ End (including SVP & CFO of Lands’ End), Kraft Foods, and began his career at Price Waterhouse; he is a certified public accountant . During 2024, company performance produced only 5% of target annual incentive payouts and 0% payout on the 2022–2024 PSAs; net sales declined from $3,212m (2022) to $2,844m (2024), and adjusted EPS from $6.90 (2022) to $5.81 (2024), underscoring challenging operating conditions and tight pay-for-performance alignment .
Past Roles
| Organization | Role | Years | Strategic impact / scope |
|---|---|---|---|
| Price Waterhouse LLP | Auditor | Not disclosed | Foundation in accounting; CPA credential |
| Kraft Foods, Inc. | Finance roles | Not disclosed | Corporate finance experience |
| Sears/Sears Holdings | Various senior finance roles incl. VP Corporate Planning & Analysis; VP Investor Relations | 1996–2006 | Senior finance leadership at retailer; investor relations lead |
| Lands’ End, Inc. (within Sears) | SVP & CFO | Within 1996–2006 | Business-unit CFO responsibilities |
| Hewitt Associates, Inc. | VP Corporate Finance & Treasurer | 2006–2008 | Corporate finance and treasury leadership |
| Carter’s, Inc. | EVP & CFO (2009); Sr. EVP, CFO & COO (Mar 2024–present); Interim CEO (Jan–Apr 2025) | 2009–present | Oversees finance, ERM, supply chain, real estate; interim chief executive duties in 2025 |
Fixed Compensation
Summary Compensation (NEO table excerpt)
| Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($) | Non-Equity Incentive Plan Comp ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 763,462 | — | 1,609,960 | 33,000 | 176,496 | 2,582,918 |
| 2023 | 704,615 | — | 1,550,520 | 471,900 | 169,734 | 2,896,769 |
| 2022 | 674,615 | 128,500 | 1,250,166 | — | 125,585 | 2,178,866 |
Base Salary and 2024 Incentive Target
- 2024 base salary rate: $775,000 (up from $715,000 in 2023; +8.39%) .
- 2024 annual cash incentive target: 85% of base salary (i.e., $658,750 target) .
- 2024 actual annual incentive paid: $33,000 (5% of target) .
Interim CEO Cash Stipend (2025)
- As Interim CEO (Jan–Apr 2025), Westonberger received a monthly cash stipend of $110,000 and additional quarterly restricted stock awards of $300,000, each vesting within one year (accelerated on certain terminations, death, or disability) .
Deferred Compensation (2024)
| Employee Contributions | Company Contributions | Aggregate Earnings | Aggregate Balance (YE 2024) |
|---|---|---|---|
| $7,592 | — | $33,283 | $334,552 |
Performance Compensation
2024 Annual Cash Incentive Plan – Metrics, Targets, Actuals, Payout
| Metric | Weighting | Threshold (25% of target) | Target (100%) | Max (200%) | Fiscal 2024 Actual | Payout vs Target |
|---|---|---|---|---|---|---|
| Net Sales (in millions) | 50% | $2,890 | $3,000 | $3,093 | $2,844 | 5% overall payout for NEOs |
| Adjusted Operating Income (in millions) | 30% | $310 | $345 | $377 | $287.0 | 5% overall payout for NEOs |
| Strategic Objectives | 20% | N/A | N/A | N/A | Achieved 25% of strategic objectives | 5% overall payout for NEOs |
| Individual payout (Westenberger) | — | — | Target: $658,750 | — | — | Paid $33,000 |
Long-Term Incentive (LTI) Structure and 2024 Grants
- Award mix: 50% time-based RS (4-year, 25% annual vest); 50% performance-based RSAs (3-year performance period; metrics below) .
- 2024 LTI grant value (target): $1,609,960 .
- 2024 grant details (Westenberger):
- 2/28/2024: 9,152 time-based RS (fair value $81.95/share) .
- 2/28/2024: 6,040 performance-based RS (fair value $81.95/share) .
- 2/28/2024: 3,112 market-based (relative TSR) RS (fair value $117.28/share) .
- Prior grants:
- 2/27/2023: 10,468 time-based RS; 10,468 performance-based RS (fair value $74.06/share) .
- 2/16/2022: 6,860 time-based RS; 6,860 performance-based RS (fair value $91.12/share) .
Performance Share Metrics (FY2024–FY2026 cycle)
| Metric | Weighting | Target construct |
|---|---|---|
| Net Sales | 33% | Annual targets set for 2024 then growth off actuals for 2025–2026 |
| Adjusted EPS | 33% | Annual targets set for 2024 then growth off actuals for 2025–2026 |
| Relative TSR | 34% | 3-year relative TSR at or above 50th percentile of peer comparator |
- Payout range: 25% (threshold) to 200% (max), linear interpolation; zero if below threshold across metrics .
Completed PSA Cycle (FY2022–FY2024): 0% Earned
| Metric | Weighting | Threshold | Target | Max | Actual (’22/’23/’24) | Payout |
|---|---|---|---|---|---|---|
| Net Sales (in millions) | 50% | 3,295; +1%; +1% | 3,595; +3%; +3% | 3,670; +5%; +5% | 3,212; 2,946; 2,844 | 0% |
| Adjusted EPS | 50% | $7.50; +2%; +2% | $9.02; +9%; +9% | $9.21; +11%; +11% | $6.90; $6.19; $5.81 | 0% |
2024 Option Exercises and Stock Vested
| Metric | 2024 Amount |
|---|---|
| Shares acquired on option exercise | — |
| Value realized on option exercise | — |
| Shares acquired on vesting (RS/PSUs) | 19,604 |
| Value realized on vesting | $1,591,388 |
Equity Ownership & Alignment
Beneficial Ownership (as of record date March 20, 2025)
| Holder | Shares Beneficially Owned | Percent of Outstanding |
|---|---|---|
| Richard F. Westenberger | 162,157 | <1% (asterisked) |
- Stock ownership guidelines: Senior Executive Vice Presidents must hold stock ≥3x base salary; all NEOs were in compliance in 2024 .
- Equity retention: time-based RS must be held four years from grant before sale (tax withholding allowed); options subject to one-year post-vesting hold .
- Hedging and pledging: prohibited; none of the NEOs hedged or pledged in 2024 .
Outstanding Equity Awards at FY2024 Year-End (select items)
- Unvested/Unearned shares: 49,718; YE market/payout value $2,706,151 (based on $54.43 on 12/27/2024) .
- Stock options outstanding (exercisable):
- 5,048 @ $120.25 expiring 2/21/2028 .
- 7,000 @ $83.84 expiring 2/14/2027 .
- 5,220 @ $90.66 expiring 2/16/2026 .
- 3,400 @ $82.40 expiring 2/18/2025 .
- In-the-money status at YE 2024: all listed options were out-of-the-money given $54.43 YE price vs $82.40–$120.25 strikes .
Vesting Cadence (selected grants)
| Grant Date | Instrument | Shares | Vesting Terms |
|---|---|---|---|
| 2/28/2024 | Time-based RS | 9,152 | 25% annually over 4 years from grant date |
| 2/28/2024 | Performance RS | 6,040 | Earned in 2027 based on FY2024–2026 metrics |
| 2/28/2024 | Market-based (relative TSR) RS | 3,112 | Earned per relative TSR criteria; performance period aligned to FY2024–2026 |
| 2/27/2023 | Time-based RS | 10,468 | 25% annually over 4 years |
| 2/27/2023 | Performance RS | 10,468 | Earn-out based on grant-specific metrics |
| 2/16/2022 | Time-based RS | 6,860 | 25% annually over 4 years |
| 2/16/2022 | Performance RS | 6,860 | Earn-out based on grant-specific metrics |
Employment Terms
Severance Agreements (key terms)
- Termination without “cause” or resignation for “good reason”: 12 months base salary (paid bi-weekly), pro‑rated annual cash incentive based solely on company performance factor, company-paid medical/dental/life insurance contributions for up to 12 months; contingent on release and post‑termination covenants (confidentiality, non‑compete, non‑solicit) .
- Change of control (within two years): adds 12 months of base salary (i.e., total 24 months), extends medical/dental up to an additional 6 months if not otherwise eligible elsewhere, and extends life insurance contributions another 12 months; equity awards pre‑Feb 15, 2024 single‑trigger accelerate; awards on/after Feb 15, 2024 use double‑trigger (accelerate if no qualifying replacement award or upon qualifying termination within two years) .
Estimated Payments – Termination without Cause (as of 12/28/2024)
| Component | Amount |
|---|---|
| Base Salary | $775,000 |
| Cash Incentive (company performance factor) | $33,000 |
| Health and Other Benefits | $17,538 |
| Retirement treatment of PSAs | — |
| Total | $825,538 |
Estimated Payments – Following a Change of Control with Qualifying Termination (as of 12/28/2024)
| Component | Amount |
|---|---|
| Base Salary (24 months) | $1,550,000 |
| Cash Incentive (company performance factor) | $33,000 |
| Health and Other Benefits | $35,075 |
| Stock Value (accelerated/unvested at YE price) | $1,264,844 |
| Total | $2,882,919 |
Investment Implications
- Pay-for-performance alignment: 2024 annual incentive paid at just 5% of target and FY2022–2024 PSAs earned 0%, signaling strong alignment with shareholder outcomes amid revenue and EPS pressure; this reduces the risk of “pay for failure” and indicates the committee’s discipline .
- Selling pressure and vesting: Significant unvested equity (49,718 shares; $2.7m YE value) will vest over the next several years; however, stringent retention and holding requirements (4-year RS hold, no hedging/pledging) moderate immediate sell pressure; outstanding options are out-of-the-money, further reducing near-term monetization .
- Ownership alignment: Westonberger beneficially owns 162,157 shares and is in compliance with the 3x salary ownership guideline, supporting alignment with shareholders .
- Retention and transition risk: Severance provides 12 months base (24 months upon CoC) plus benefits and pro-rated bonus, standard for the market; interim CEO stipend and extra RS during leadership transition in early 2025 signal board reliance on Westenberger, lowering near-term departure risk .
- CoC economics: Double-trigger equity vesting for awards made on/after Feb 15, 2024 is shareholder-friendly; estimated CoC package (~$2.88m) is moderate relative to role and equity holdings, limiting excessive parachute risk .