William Montgoris
CARTERSAbout William J. Montgoris
William J. Montgoris (age 78) is Non‑Executive Chairman of the Board at Carter’s, Inc. and Chair of the Nominating & Corporate Governance Committee; he has served as a director since 2007 and as Lead Independent Director since May 2022 prior to becoming Non‑Executive Chairman in January 2025 . He retired as COO of Bear Stearns in 1999 and previously served as CFO (1987–1996); he is a trustee of Hackensack Meridian School of Medicine and trustee emeritus of Colby College and St. John’s University . The Board adopted an exception to its age‑75 retirement policy enabling him to serve until the annual meeting following his 79th birthday (2026) to ensure near‑term continuity of experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Bear Stearns Companies, Inc. | Chief Operating Officer | Aug 1993–1999 | Senior finance/operations oversight in investment banking |
| The Bear Stearns Companies, Inc. | Chief Financial Officer | Apr 1987–Oct 1996 | Financial reporting, audit‑related expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stage Stores, Inc. | Independent Director; Chair of the Board | Director 2004–2020; Chair 2010–2020 | Board leadership at public retailer |
| Hackensack Meridian School of Medicine | Trustee | Not disclosed | Governance of academic medical institution |
| Colby College | Trustee Emeritus | Not disclosed | Academic governance (emeritus) |
| St. John’s University | Trustee Emeritus | Not disclosed | Academic governance (emeritus) |
Board Governance
- Current roles: Non‑Executive Chairman (appointed Jan 2025); Lead Independent Director (May 2022–Jan 2025); Chair, Nominating & Corporate Governance Committee .
- Committee assignments: Not listed on Audit or Compensation & Human Capital; chairs Nominating & Corporate Governance; not on Business Transformation .
- Independence: Board determined all current directors, including Montgoris, are independent under NYSE and SEC standards and company principles .
- Attendance and engagement: Board held 4 regular quarterly meetings and 11 special meetings in fiscal 2024; no director participated in less than 75% of eligible meetings; all directors attended the 2024 annual meeting . Executive sessions of non‑management directors occur at least four times per year and are presided over by the Non‑Executive Chairman .
- Board/committee evaluations: Under Montgoris’s leadership, the Nominating & Corporate Governance Committee oversaw the 2024 evaluation process, including peer‑to‑peer assessments and individual director interviews .
- Retirement policy exception: Board approved an exception enabling Montgoris to serve beyond age 75 through the annual meeting following his 79th birthday (2026), citing continuity; broader waivers may be granted case‑by‑case .
Committee Summary
| Committee | Role | Notes |
|---|---|---|
| Nominating & Corporate Governance | Chair | Leads director nominations, governance principles, evaluations |
| Audit | Not a member | Board has independent Audit Committee with financial/cyber expertise |
| Compensation & Human Capital | Not a member | Committee fully independent; no interlocks in 2024 |
| Business Transformation (formed Sep 2024) | Not a member | Board‑level change program oversight |
Fixed Compensation
| Component (FY2024 unless noted) | Amount | Detail |
|---|---|---|
| Fees earned or paid in cash | $191,000 | Aggregate cash (retainers + meeting + chair/LID fees) |
| Stock awards (fully vested common) | $160,006 | 2,293 shares granted May 16, 2024 at $69.78 per share; immediately vested |
| Total director compensation (FY2024) | $351,006 | Sum of cash and stock |
| Standard annual cash retainer (all directors) | $90,000 | Increased from $85,000 (2023) |
| Annual stock grant (all directors) | ~$160,000 | Immediately vested common stock |
| Committee chair retainer (Nominating) | $25,000 | Chair fee |
| Lead Independent Director retainer (FY2024) | $50,000 | Increased from $40,000 (2023) |
| Non‑Executive Chairman retainer (effective Jan 2025) | $150,000 | Role retainer; plus $36,667 additional fee through 2025 annual meeting |
- Director deferral program exists (cash retainer/stock into DSUs); no directors deferred 2024 comp .
- Travel/meeting expense reimbursement provided .
Performance Compensation
| Performance‑linked elements in director pay | Details |
|---|---|
| None disclosed | Non‑management directors receive annual cash retainers, meeting/committee chair fees, and immediately vested common stock; no options or performance metrics tied to director compensation are disclosed . |
Other Directorships & Interlocks
| Company | Current/Past | Role | Interlocks/Notes |
|---|---|---|---|
| Stage Stores, Inc. | Past | Director (2004–2020); Chair (2010–2020) | No compensation committee interlocks reported for CRI in 2024 |
- Compensation & Human Capital Committee in 2024 had no related person transactions or interlocks; fully independent membership .
Expertise & Qualifications
- Deep finance and accounting expertise from 20+ years in investment banking; past CFO/COO at Bear Stearns; provides strong financial and audit oversight .
- Valuable retail industry and public company board oversight experience; prior Chair role at Stage Stores .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Total beneficial ownership | 45,203 shares | Listed in securities ownership table |
| Shares outstanding (record date) | 36,237,114 | As of March 20, 2025 |
| Ownership as % of shares outstanding | ~0.125% | 45,203 ÷ 36,237,114 ≈ 0.1248% (calculated from ) |
| Restricted stock holdings | None indicated | Only Anderson, Black, Rauch, Stahl hold restricted shares (1,975 each) |
| Hedging/pledging | Prohibited | Company policy bans hedging/pledging by directors/employees |
| Director ownership guideline | ≥5× cash retainer ($450,000) by year 6 | All directors complied in FY2024 |
Governance Assessment
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Strengths
- Independent Non‑Executive Chairman with long tenure and finance oversight credentials; independence affirmed under NYSE/SEC standards .
- Active governance leadership as Nominating & Corporate Governance Chair; led robust 2024 board/committee/peer evaluations with individual director interviews .
- High engagement: frequent board activity in 2024 (4 regular + 11 special meetings); no director below 75% attendance; full annual meeting participation .
- Alignment/discipline: director stock ownership guidelines (≥5× cash retainer) with compliance; prohibition on hedging/pledging; related‑party transaction review; none in 2024 .
-
Potential risks / RED FLAGS
- Retirement policy exception enabling service beyond age 75 to the annual meeting following age 79 (2026). While disclosed as continuity‑driven, investors should monitor succession planning and chair transition timing .
- Role/compensation evolution in 2025: new $150,000 Non‑Executive Chairman retainer and additional fee may shift cash/equity mix; oversight remains critical to ensure pay aligns with governance duties and workload .
-
Shareholder signals
- Strong say‑on‑pay support (~98% “for” in 2024), indicating investor confidence in compensation governance broadly, though primarily focused on executive pay .
-
Conflicts/related party
- No related‑party transactions in 2024; compensation committee disclosed no interlocks or insider participation issues .
Overall, Montgoris’s long‑tenured, independent board leadership and finance expertise enhance oversight quality; the disclosed retirement policy waiver and increased chairman retainer warrant continued monitoring for succession planning, chair effectiveness, and cash/equity balance in director compensation .