Stacey Rauch
CARTERSAbout Stacey S. Rauch
Stacey S. Rauch is an independent director of Carter’s, Inc. since 2022 (age 67), serving on the Audit, Nominating & Corporate Governance, and Business Transformation Committees. She is Senior Partner Emeritus at McKinsey & Company, where she led the Retail and Consumer Goods Practices, headed the North American Retail & Apparel Practice, and served as Global Retail Practice Convener; she co-founded McKinsey’s New Jersey office and was the firm’s first woman appointed as an industry practice leader, with deep retail/apparel/consumer expertise and oversight experience in executive compensation, corporate governance, and financial reporting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McKinsey & Company | Senior Partner Emeritus; Head, North American Retail & Apparel; Global Retail Practice Convener | 24-year career | Co-founded NJ office; first woman industry practice leader; led engagements across retail/apparel/consumer sectors |
External Roles
| Organization | Role | Tenure | Notes/Committees |
|---|---|---|---|
| Heidrick & Struggles International, Inc. | Director | Since 2019 | Current public company directorship |
| Ascena Retail Group | Director | 2017–2021 | Prior public company board |
| Land Securities Group PLC | Director | 2012–2021 | Prior public company board |
| Fiesta Restaurant Group, Inc. | Director; Chair | Director 2012–2023; Chair 2017–2023 | Prior public company board; chaired the board |
Board Governance
- Independence: The Board determined all current directors are independent under NYSE and SEC rules; Rauch is listed as “Independent Director since 2022” .
- Committees: Audit (member), Nominating & Corporate Governance (member), Business Transformation (member). The Business Transformation Committee was formed in September 2024, signaling focus on strategic execution and change management .
- Attendance and engagement: In fiscal 2024, the Board held 4 regular quarterly meetings and 11 special meetings; no director participated in less than 75% of applicable Board/committee meetings, and all directors then standing for election attended the annual meeting .
- Majority voting/resignation policy: Directors in uncontested elections must receive more “For” than “Against” votes; any incumbent failing to receive a majority must tender a resignation for Nominating & Corporate Governance Committee recommendation and Board decision within 90 days .
- Executive sessions: Non-management directors hold executive sessions at least four times a year, presided over by the Non-Executive Chairman .
| Committee | Role | Notes |
|---|---|---|
| Audit | Member | Board determined all current directors are independent; Audit Chair is Gretchen W. Schar |
| Nominating & Corporate Governance | Member | Oversees board composition, evaluations, majority voting policy |
| Business Transformation | Member | Committee formed September 2024; strategic oversight of transformation initiatives |
Fixed Compensation
| Component | Amount/Detail | Source |
|---|---|---|
| Fees Earned or Paid in Cash (FY 2024) | $135,000 | |
| Annual Cash Retainer (standard) | $90,000 (increased from $85,000 in 2023) | |
| Meeting Fees | $2,500 per regular Board meeting; $1,000 per special Board or committee meeting | |
| Stock Awards (FY 2024) | $160,006 | |
| Shares Granted (FY 2024) | 2,293 shares of common stock | |
| Grant Date | May 16, 2024 | |
| Grant-Date Fair Value per Share | $69.78 | |
| Vesting | Fully vested at grant | |
| Deferred Compensation Elections | Program allows deferral to DSUs; no directors deferred cash/stock for fiscal 2024 |
Performance Compensation
- Non-management directors receive no performance-based bonuses; the annual equity grant is immediately vested common stock (not PSUs), and the FY 2024 director compensation table discloses only stock awards and cash fees (no option awards) .
| Performance Instrument/Metric | Applies to Director Pay? | Source |
|---|---|---|
| Annual target bonus | Not applicable | |
| PSUs or performance metrics (e.g., TSR, revenue growth) | Not applicable to directors; equity grant is immediately vested common stock | |
| Stock options | No option awards disclosed for directors in FY 2024 |
Other Directorships & Interlocks
- Current/prior directorships summarized above; Rauch is not a member of CRI’s Compensation & Human Capital Committee, which is composed entirely of independent directors with no interlocks or related-party relationships in fiscal 2024 .
- Related-party transactions: The company reported no transactions with related persons in fiscal 2024, reducing conflict risk for directors, including Rauch .
Expertise & Qualifications
- Strategic leadership in retail/apparel/consumer goods; experience in international business .
- Oversight experience in executive compensation, corporate governance, and financial reporting; appropriate for Audit/Nominating roles .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Shares Outstanding | Record Date |
|---|---|---|---|
| Stacey S. Rauch | 8,628 | <1% | March 20, 2025 |
- Director stock ownership guidelines: No director may sell Carter’s stock unless he/she owns shares with total market value > 5x annual cash retainer (or $450,000) by end of sixth year of board service; each director complied in fiscal 2024 .
- Hedging/pledging: Hedging and pledging of Company stock by any Board member or employee is prohibited under Company policies, supporting alignment with shareholders .
Governance Assessment
- Strengths: Independent status; active engagement across three committees; robust board processes (majority voting and resignation policy, annual evaluations, executive sessions); strong meeting cadence with attendance thresholds met; director ownership guidelines and prohibitions on hedging/pledging support alignment .
- Compensation alignment: Director pay structure uses a mix of cash retainers, meeting fees, and immediately vested common stock (no options/PSUs), a straightforward approach that limits pay-for-performance distortion while maintaining equity exposure; FY 2024 retainer increase to $90,000 and standardized ~$160,000 stock awards were applied uniformly .
- Potential conflicts: No related-party transactions disclosed for FY 2024; Compensation & Human Capital Committee disclosed no interlocks or insider participation; Rauch’s external board at Heidrick & Struggles presents no disclosed transaction with CRI in FY 2024 .
- Board effectiveness signals: Formation of the Business Transformation Committee (Sept 2024) aligns with strategic oversight needs; policy updates emphasize director time commitments during nominations, mitigating overboarding risk .
RED FLAGS: None disclosed — no related-party transactions, hedging/pledging prohibited, majority voting with resignation policy, director ownership guideline compliance, and attendance above minimum thresholds .