Rochester Anderson, Jr.
CARTERSAbout Rochester Anderson, Jr.
Independent Director at Carter’s, Inc. (CRI) since 2022; age 63. Background spans 30+ years in human resources and operations, including CHRO roles at Emory Healthcare (since Sep 2022) and AutoNation (Feb 2020–Sep 2022), with prior leadership at FINRA and Cox Automotive focused on human capital, compensation/benefits, DEI, and organizational improvement . The Board has determined all current directors are independent under NYSE and SEC rules and the company’s Corporate Governance Principles .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Emory Healthcare | Chief Human Resources Officer | Sep 2022–present | Oversees human capital strategy and executive development |
| AutoNation, Inc. | Chief Human Resources Officer | Feb 2020–Sep 2022 | Large-scale HR leadership across 21k+ associates and 400+ locations; compensation/benefits and DEI focus |
| FINRA | SVP, People Solutions | May 2019–Feb 2020 | HR leadership in a regulatory environment |
| Cox Automotive | Various HR and operational roles; CHRO & EVP (2014–2018) | 2006–2018 | Organizational improvement and operational leadership in consumer/retail-related businesses |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Emory Healthcare | Chief Human Resources Officer | Sep 2022–present | Current executive role (non-CRI) |
Board Governance
| Topic | Detail |
|---|---|
| Committee assignments | Compensation & Human Capital Committee (member; not Chair) |
| Committee chairs context | CHC Committee chaired by Jevin S. Eagle; members include Anderson, Borgen, Hipp, Stahl (all independent) |
| Independence status | Independent director; Board determined all current directors meet independence standards |
| Board leadership | Non-Executive Chairman (William J. Montgoris) since Jan 2025; CEO role separated; Lead/Chair presides over executive sessions |
| Meetings and attendance | FY2024: 4 regular Board meetings + 11 special meetings; no director participated in <75% of applicable Board/committee meetings; all directors then standing attended the 2024 annual meeting |
| Executive sessions | Held at least four times per year; presided by the Non-Executive Chairman |
| Business Transformation Committee | Formed September 2024 (Anderson is not a member) |
| Pay risk oversight | CHC Committee conducts annual review; no compensation risks reasonably likely to have a material adverse effect |
| Interlocks | CHC Committee composed entirely of independent directors; no interlocks or insider participation in FY2024 |
Fixed Compensation (Director)
| Component | FY2024 Amount/Structure | Notes |
|---|---|---|
| Annual cash retainer | $90,000 (increased from $85,000 in 2023) | Standard for non-management directors |
| Annual equity grant | ~$160,000 in immediately vested CRI common stock | On May 16, 2024, 2,293 shares per director at $69.78 grant-date fair value per share |
| Meeting fees | $2,500 per regularly scheduled Board meeting; $1,000 per special Board or any committee meeting | Applies to all non-management directors |
| Chair retainers (context) | Audit & Business Transformation Chairs: $30,000; CHC & Nominating Chairs: $25,000; Non-Exec Chair additional retainers increased in 2025 context | Anderson is not a chair |
| Deferred comp (directors) | May defer cash/equity; no director deferred FY2024 retainers or stock grants | Director deferral program approved in 2020 |
FY2024 actual for Rochester Anderson, Jr.:
- Fees Earned/Paid in Cash: $122,000; Stock Awards: $160,006; Total: $282,006 .
- Annual equity grant specifics: 2,293 fully vested shares on May 16, 2024 at $69.78 per share = $160,006 grant-date fair value .
Performance Compensation (Director)
Directors do not receive performance-based incentives; equity is generally immediately vested common stock (except the one-time initial restricted stock grant equal to annual retainer that cliff vests after three years for newly appointed directors) .
- Metrics table: Not applicable for non-management directors; no performance metrics, options, or PSU/TSR awards disclosed for directors .
- Hedging/pledging is prohibited for any Board member; company maintains a clawback policy aligned with Rule 10D-1 (clawback primarily applies to executives) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Anderson |
| Prior public company boards | None disclosed for Anderson |
| Committee interlocks | None in FY2024; CHC Committee comprised solely of independent directors with no interlocks |
Expertise & Qualifications
- Human capital management, organizational improvement, compensation and benefits, executive development, and DEI, with substantial operational experience in retail/consumer-focused businesses .
- Service on CRI’s Compensation & Human Capital Committee aligns with deep HR/talent management domain expertise .
Equity Ownership
| Holder | Beneficially Owned Shares | % of Outstanding | Notes |
|---|---|---|---|
| Rochester Anderson, Jr. | 8,628 | ~0.02% (8,628 / 36,237,114) | Footnote indicates Anderson is among the only independent directors with restricted stock; he holds 1,975 shares of restricted stock (the remainder are other forms of ownership) |
Additional alignment points:
- Director stock ownership guideline: minimum 5x the annual cash retainer ($90,000) = $450,000 by end of sixth year of service; all directors complied in FY2024 (company-wide statement) .
- Hedging and pledging of Company stock by any Board member is prohibited .
- No related-party transactions in FY2024; such transactions require Audit Committee review/approval under written policy .
Governance Assessment
- Strengths: Independent status; relevant HR/talent expertise on the CHC Committee; no interlocks; strong attendance culture (no director <75% in FY2024); robust executive session cadence; prohibitions on hedging/pledging; director ownership guidelines; and no related-party transactions in FY2024 .
- Compensation alignment: Director pay uses a simple, transparent mix (cash retainer + fully vested equity + modest meeting fees), with sustainable ownership expectations and optional deferral (unused in FY2024) .
- Shareholder sentiment signal: Say-on-pay support at ~98% in 2024 suggests investors’ general confidence in compensation oversight (committee includes Anderson) .
- Potential watch items: As a relative governance consideration, continuing to monitor director equity accumulation versus ownership guidelines (company states all directors complied in FY2024); evaluate any future external role conflicts (none disclosed in FY2024); maintain vigilance on CHC oversight as business transformation efforts evolve .
No Section 16 filing issues disclosed for Anderson (the only late filing noted in FY2024 related to another director) .
Business Transformation Committee formed in Sep 2024; while Anderson is not a member, board-level change underscores active oversight of strategic initiatives .
Appendix: Reference Tables
Board/Committee Summary (Anderson)
| Attribute | Status |
|---|---|
| Board Tenure | Independent Director since 2022 |
| Committee | Compensation & Human Capital (Member) |
| Independence | Independent under NYSE/SEC and CRI principles |
| Attendance | No director <75% in FY2024; 4 regular + 11 special Board meetings |
| Executive Sessions | At least quarterly; presided by Non-Executive Chairman |
FY2024 Director Compensation (Anderson)
| Component | Amount |
|---|---|
| Fees Earned/Paid in Cash | $122,000 |
| Stock Awards | $160,006 (2,293 shares at $69.78 on May 16, 2024) |
| Total | $282,006 |
Director Compensation Structure (Context)
| Element | Policy |
|---|---|
| Annual cash retainer | $90,000 |
| Annual stock grant | ~$160,000; immediately vested |
| Meeting fees | $2,500 per regular Board meeting; $1,000 per special Board/committee meeting |
| Initial grant on appointment | One-time restricted stock equal to retainer; 3-year cliff vest |
| Chair retainers | Audit/BT Chair: $30k; CHC/NCG Chairs: $25k |
| Ownership guideline | ≥5x annual cash retainer ($450k) within six years; all directors complied in FY2024 |
| Deferrals | Program available; no director deferrals in FY2024 |
| Hedging/pledging | Prohibited for Board members |
Ownership Detail (Anderson)
| Shares | Detail |
|---|---|
| 8,628 | Beneficially owned (includes restricted stock) |
| 1,975 | Restricted stock (only certain directors, incl. Anderson, hold restricted stock) |
| 36,237,114 | Shares outstanding as of record date (denominator for % calc) |
Related-Party & Interlocks
| Topic | FY2024 Disclosure |
|---|---|
| Related-party transactions | None |
| CHC interlocks | None; all independent; no insider participation |
| Section 16 compliance | Company notes one late Form 4 for another director; none for Anderson |
Shareholder Signals
| Topic | FY2024 |
|---|---|
| Say-on-pay approval | ~98% support |