Stephanie Stahl
CARTERSAbout Stephanie P. Stahl
Independent director at Carter’s, Inc. since 2022; age 58. She chairs the Board’s Business Transformation Committee and serves on the Compensation & Human Capital and Nominating & Corporate Governance Committees. Background includes Senior Advisor and Executive Coach at Boston Consulting Group (since 2022), former Global Marketing & Strategy Officer at Coach, Inc. (2012–2015), and founder of Studio Pegasus LLC (2015–present); earlier, Partner at BCG (1992–2003) with extensive retail/consumer experience in transformations, M&A and integrations, marketing, data analytics, digital strategy, sustainability, and ESG oversight . The Board determined all current directors are independent under NYSE and SEC rules; no director had <75% attendance in 2024 (Board held 4 regular and 11 special meetings), and executive sessions of non-management directors occur at least quarterly .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Coach, Inc. | Global Marketing & Strategy Officer | 2012–2015 | Senior executive leadership in brand strategy and marketing |
| The Boston Consulting Group | Partner | 1992–2003 | Led consumer/retail work; experience in major change initiatives, M&A and post-merger integrations |
| Various retail/CPG companies | Executive positions | Not disclosed | Marketing, brand building, data analytics, digital strategy, sustainability |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Dollar Tree, Inc. | Director | 2018 | Public company directorship |
| Newell Brands, Inc. | Director | 2023 | Public company directorship |
| Edgewell Personal Care Company | Director | 2024 | Public company directorship |
| Knoll, Inc. | Director (prior) | 2013–2021 | Prior public board |
| Boston Consulting Group | Senior Advisor & Executive Coach | 2022 | External advisory role |
| Studio Pegasus LLC | Founder (investment/advisory) | 2015 | Focus on early-stage consumer ventures |
Board Governance
| Governance Dimension | Detail |
|---|---|
| Committee assignments | Business Transformation (Chair); Compensation & Human Capital; Nominating & Corporate Governance |
| Independence | Board determined all current directors are independent under NYSE/SEC standards |
| Attendance and engagement | 2024: 4 regular and 11 special Board meetings; no director <75% attendance; executive sessions of non-management directors at least 4x/year |
| Years on CRI Board | Director since 2022 |
| Board leadership | Non-Executive Chairman role separated from CEO in 2025; Montgoris serves as Non-Executive Chairman (previously Lead Independent Director) |
| Committee effectiveness | All committees operate under written charters; sole authority to retain advisors; annual self-evaluations |
| Comp committee governance | Uses independent consultant (Meridian); no interlocks/insider participation in 2024 |
| Shareholder feedback signals | 98% say-on-pay support at 2024 AGM; Committee reviewed results and maintained philosophy |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash fees | $167,000 | Includes annual cash retainer, chair retainer, and meeting/committee fees |
| Annual equity grant | $160,006 | 2,293 fully vested common shares at $69.78 on May 16, 2024 |
| Total | $327,006 | Sum of cash and equity for 2024 |
| Director fee structure (policy) | — | Annual cash retainer $90,000; annual stock award ~$160,000; Chair retainers: Audit/Business Transformation $30,000; Comp & HCM/NCG $25,000; meeting fees: $2,500 (regular Board), $1,000 (special Board/committee) |
Performance Compensation
| Equity Element | Structure | 2024 Detail |
|---|---|---|
| Annual equity grant | Immediately vested common stock; aligns director pay with shareholders | 2,293 shares granted 5/16/2024 at $69.78; grant-date FV $160,006 |
| Initial appointment grant | One-time restricted stock equal to annual retainer; 3-year cliff vest | As of 3/20/2025, Stahl (among four independent directors) holds restricted stock; count referenced below |
| Deferral program | Optional deferral of cash/stock into DSUs | No director deferred 2024 cash or stock |
| Clawback/hedging | Mandatory clawback policy; hedging/pledging prohibited | Applies to directors; supports alignment and risk control |
No director performance-vested metrics apply to non-management director equity (director grants are time- or immediately-vested to align with shareholders) .
Other Directorships & Interlocks
| Company | Role | Committee roles (if disclosed) | Potential interlocks/conflicts |
|---|---|---|---|
| Dollar Tree, Inc. | Director | Not disclosed | None disclosed by CRI |
| Newell Brands, Inc. | Director | Not disclosed | None disclosed by CRI |
| Edgewell Personal Care Company | Director | Not disclosed | None disclosed by CRI |
| Knoll, Inc. (prior) | Director | Not disclosed | — |
CRI reported no related-party transactions in 2024; Compensation Committee reported no interlocks or insider participation in 2024 .
Expertise & Qualifications
- Retail/consumer sector leadership; developed and executed major transformations, M&A and post-merger integrations .
- Deep marketing, brand building, data analytics, digital strategy, sustainability, investor engagement, and ESG oversight experience .
- Governance experience across multiple public company boards .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 8,628 shares; less than 1% of outstanding shares |
| Restricted stock held | Identified among four independent directors holding restricted stock; restricted shares count noted for such directors as 1,975 each |
| Ownership guidelines (directors) | 5x annual cash retainer ($450,000); all directors complied in 2024 |
| Anti-hedging/pledging | Hedging and pledging of Company stock prohibited |
| Section 16 compliance | No delinquent filings noted for Stahl; only one late Form 4 in 2024 pertained to another director (Hipp) |
Insider Trades (proxy disclosure)
| Period | Form 4/Insider trades disclosed | Notes |
|---|---|---|
| Fiscal 2024 (proxy coverage) | None disclosed for Stahl | Section 16 review: one delinquent Form 4 in 2024 related to Mark P. Hipp; none cited for Stahl |
Governance Assessment
-
Positives
- Independent director with multi-committee workload; chairs Business Transformation Committee (formed Sep 2024), signaling board priority on strategic change and execution .
- Strong sector-relevant skill set (marketing, digital, ESG) and multi-board governance experience; active on CRI’s Compensation & Human Capital and N&CG Committees .
- Pay alignment measures: director stock awards in common shares; robust ownership guideline (5x cash retainer) with 2024 compliance; anti-hedging/pledging; mandatory clawback .
- No related-party transactions; Compensation Committee affirmed independent consultant and no interlocks; high say-on-pay support at 98% in 2024 .
- Engagement: no attendance shortfalls in 2024; regular executive sessions .
-
Watch items
- Board time commitments: Stahl serves on three other public company boards; CRI updated governance to formally consider director time commitments in Feb 2025. Monitor workload and committee assignments across boards for potential overboarding risk, consistent with CRI’s stated expectations .
No red flags identified in proxy for related-party dealings, hedging/pledging, Section 16 compliance (for Stahl), or director independence .