Christopher Hufnagel
WOLVERINE WORLD WIDE INC /DE/About Christopher Hufnagel
Christopher E. Hufnagel is President and Chief Executive Officer of Wolverine World Wide (WWW) and a director since 2023; he is 52, with a BA in Political Science & History from Alma College . His 2024 CEO pay was heavily equity-based and aligned with TSR, with Compensation Actually Paid of $28.6M versus SCT total of $9.4M as stock price improved; Company performance in 2024 included record gross margin, EPS nearly six times 2023, debt reduced by more than half versus 24 months prior, and a Q4 growth inflection; Pay vs Performance table shows 2024 Net Income of $51.5M and Non-GAAP Pre-Tax Income of $92.5M while the Company’s TSR value of a fixed $100 investment was $74.93 in 2024 (peer group $130.36) . He is the only non-independent director; all Board committees are fully independent and meet in executive session at each regular meeting .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Wolverine World Wide | President & CEO | Since 2023 | Led three-phase turnaround: stabilization, transformation, inflection to growth; record gross margin, EPS ~6x YoY, debt <50% of 24 months prior . |
| Wolverine World Wide | President | 2023 | Drove transformation “WOLVERINE WAY FORWARD” and alignment to growth priorities . |
| Wolverine World Wide | President, Active Group (Merrell, Saucony, Chaco) | 2022–2023 | Orchestrated portfolio focus and brand execution across outdoor and performance . |
| Wolverine World Wide | Global Brand President, Merrell | 2019–2022 | Oversaw Kids Group and Global Licensing; strengthened consumer insights . |
| Wolverine World Wide | Global Brand President, CAT Footwear | 2018–2019 | Aggressive growth and go-to-market evolution . |
| Wolverine World Wide | SVP & Head of Corporate Strategy | 2013–2018 | Founded consumer insights and market intelligence; led transformation initiatives . |
| Wolverine World Wide | President, Direct-to-Consumer | 2008–2013 | Built DTC and e-commerce capabilities and retail operations . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Under Armour, Inc. | Vice President of Retail | 2007–2008 | Led development, execution, and rollout of retail strategy . |
| Gap, Inc. | Vice President of Brand Store Experience | 2003–2007 | Led redesign to elevate brand experience; role created for him . |
| Abercrombie & Fitch | Director of Presentation | 1998–2003 | Helped create Hollister brand look; omnichannel brand-building expertise . |
Fixed Compensation
| Year | Base Salary ($) | Bonus ($) | Stock Awards ($) | Non-Equity Incentive Plan ($) | Change in Pension Value ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| 2024 | 1,000,000 | — | 6,800,009 | 1,090,665 | 438,706 | 42,687 | 9,372,067 |
| 2023 | 813,672 | — | 1,650,032 | 300,000 | 366,393 | 44,380 | 3,174,477 |
| 2022 | 606,377 | — | 665,652 | 97,162 | — | 43,405 | 1,412,596 |
Additional notes:
- 2024 base salary held at $1,000,000; Hufnagel’s target bonus percentage was 120% of base salary .
- Say-on-pay approval in 2024: ~94% .
Performance Compensation
2024 Annual Bonus Structure and Outcome
| Component | Weighting | Target | Actual | Payout | Paid ($) |
|---|---|---|---|---|---|
| Company Revenue | 50% (of Performance Bonus) | $1,726M | $1,751M | 110.2% | — |
| Adjusted Pretax Earnings | 50% (of Performance Bonus) | $113M | $93M | 52.2% | — |
| Weighted Company Performance Bonus | 75% of annual bonus | — | — | 81.2% | $730,665 |
| Business Priorities (BP) | 25% of annual bonus | Set per NEO | Achieved | 120% | $360,000 |
| Total 2024 Bonus | — | — | — | 90.9% of target | $1,090,665 |
BP highlights for Hufnagel included developing WWW vision/strategy, building brand-building capabilities, strengthening order book for 2024–2025, and accelerating DTC recovery to a H2 inflection .
Long-Term Incentive (LTI) Program
- Mix: 70% Performance Stock Units (PSUs); 30% time-vested RSUs for CEO .
- RSUs: Vest one-third annually over three years .
- PSUs: 3-year performance periods; metrics: Adjusted constant-currency Operating Profit (60%) and Relative TSR vs S&P Composite 1500 Consumer Durables & Apparel (40%); payouts capped at 200%; TSR thresholds: 25th percentile (threshold), 50th (target), 75th (stretch); negative absolute TSR caps payout at target .
2024 Grants
| Award | Grant Date | Shares (#) | Grant-Date Fair Value ($) | Terms |
|---|---|---|---|---|
| FY24–FY26 PSUs | 02/07/2024 | Target 588,381; Threshold 294,191; Max 1,176,762 | 4,760,002 | 3-year PSU, OP (60%) + relative TSR (40%); vest post-period; dividends accrued but paid only on earned shares . |
| RSUs (time-based) | 02/07/2024 | 252,164 | 2,040,007 | 3-year, one-third annual vesting . |
Promotion Recognition Grants: $700,000 PSUs and $300,000 RSUs tied to CEO promotion and early transformation leadership, following standard terms and vesting schedules .
Prior PSU Cycle Outcome (FY22–FY24)
| Metric | Result |
|---|---|
| EPS & BVA | Below threshold in 2022–2023; 2024 increases were > stretch; weighted vesting at 66.7% of target . |
| TSR Modifier vs Russell 3000 Consumer Discretionary | 52nd percentile; no modifier applied . |
| Units Vested (Hufnagel) | 57,778 . |
Option / Vesting Activity (FY2024)
| Activity | Quantity | Value |
|---|---|---|
| Shares acquired on vesting | 54,551 | $698,858 |
| Option exercises | — | — |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 256,401 shares; <1% of outstanding . |
| Shares/Options Vesting within 60 Days | 32,294 . |
| Unvested RSUs | 337,309 shares; $7,582,706 market value at $22.48 (12/27/24) . |
| Unearned PSUs | 443,502 shares; $9,969,925 market/payout value . |
| Options Outstanding (legacy) | 16,789 @ $28.00, exp. 02/10/2025; 32,294 @ $16.51, exp. 02/09/2026 . |
| Stock Ownership Guidelines | CEO: 6x annual salary; all NEOs complied in 2024 . |
| Hedging/Pledging | Prohibited for directors/officers/employees . |
| Equity Award Timing | No option awards in 2024; no timing around MNPI; no repricing . |
| Clawback | Broad recovery policy covering cash and equity for material restatements, compliant with NYSE 303A.14/Rule 10D-1 . |
Hufnagel RSU Vesting Schedule (as of 12/28/2024)
| Vest Date | Shares |
|---|---|
| 02/07/2025 | 84,055 |
| 02/08/2025 | 5,751 |
| 02/09/2025 | 4,413 |
| 07/31/2025 | 13,154 |
| 10/30/2025 | 20,350 |
| 02/07/2026 | 84,054 |
| 02/08/2026 | 5,751 |
| 02/09/2026 | 2,221 |
| 07/31/2026 | 13,155 |
| 10/30/2026 | 20,350 |
| 02/07/2027 | 84,055 |
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment Agreement (CEO, Aug 2023) | If terminated without Cause or resigns for Good Reason: 24 months continued base salary; Company COBRA premiums up to 24 months; pro rata target bonus for year; pro rata vesting of outstanding performance-based awards as if retired and time-based awards vesting for 12 months post-termination; 12 months outplacement assistance . |
| Definitions (Cause/Good Reason) | Cause includes fraud/dishonesty, gross negligence/willful misconduct, refusal to follow directives, material policy/contract breach, felony/act of moral turpitude; Good Reason includes material diminution of duties/title, Company breach, relocation >50 miles, nonextension, base pay reduction not part of broad senior executive reduction . |
| Executive Severance Agreement (COC) | Double-trigger: if terminated without Cause or for Good Reason within 2 years post-COC, lump sum of unpaid base/earned bonus; pro rata annual bonus; pro rata payouts for open PSU cycles using actual/assumed metrics; 2x sum of highest base salary in prior 12 months plus greater of average last 2-year bonus or prior-year bonus; 100% positive spread on any options; present value of 3 years deemed service under Pension/SERP for Hufnagel; benefits maintained for 6–12 months; outplacement through second calendar year end . |
| Potential Payments (Illustrative, as of 12/28/2024) | Non-COC termination without Cause/for Good Reason: $7,469,020 (Hufnagel) . COC termination: Severance $5,181,330; Benefits $40,704; Stock Incentive Plan accelerated vesting value $7,582,706; SERP lump sum $3,309,970 . |
| Non-Compete/Non-Solicit | SERP includes non-competition, confidentiality and employee non-solicitation provisions; violation can forfeit benefits . |
| Gross-Ups | No excise tax gross-ups in agreements entered after 2008 . |
| Equity Acceleration | Double-trigger equity vesting upon COC; any unvested Company discretionary contributions under Deferred Compensation Plan vest on COC . |
Board Governance
- Board Service: Director since 2023; Board Committees: None; Other public company directorships: None .
- Independence: Employee director (not independent); all Board committees are fully independent and independent directors meet in executive session at each regularly scheduled Board meeting .
- Director Compensation: As CEO, receives executive compensation only; no additional director fees .
- Director Compensation Program (for non-employee directors): Annual cash $80,000 and RSUs $145,000; committee fees and chair fees as disclosed; Chair cash $145,000 and RSUs $255,000 .
- Compensation Consultant: FW Cook engaged and independent; 2024 fees $151,039; reviewed peer group, market data, governance best practices .
- Peer Group for 2024 decisions: includes Deckers, Crocs, Skechers, Under Armour, Abercrombie, AEO, Caleres, Boot Barn, Carter’s, Guess, etc. .
- Competitive Philosophy: CEO pay targeted to anticipated market median for the year .
- Say-on-Pay: ~94% approval in 2024; no program changes directly as a result .
Compensation Structure Analysis
- At-risk mix: CEO LTI 70% PSUs / 30% RSUs; majority of total compensation variable/performance/equity-based; clawback applies to both cash and equity .
- Short-term metrics: 2024 revenue and adjusted pretax earnings with aggressive pretax targets; BP component focused on strategic transformation; weighted Company payout 81.2% .
- Long-term metrics/difficulty: Operating Profit targets require >100% increase over 2023 in year one and double-digit growth thereafter; relative TSR with percentile thresholds and negative TSR cap .
- Structural safeguards: Double-trigger equity on COC; hedging/pledging prohibited; no repricing; no excise tax gross-ups .
Equity Ownership & Alignment (Detail Table)
| Category | Quantity | Value |
|---|---|---|
| Beneficial Ownership Total | 256,401 shares; <1% | — |
| RSUs Unvested | 337,309 | $7,582,706 (at $22.48) |
| PSUs Unearned | 443,502 | $9,969,925 |
| Options Exercisable | 16,789 @ $28.00 exp. 02/10/2025; 32,294 @ $16.51 exp. 02/09/2026 | — |
| Shares Vesting in 60 Days | 32,294 | — |
| 2024 Vested Shares | 54,551 | $698,858 |
| Ownership Guideline | 6x salary; compliant 2024 | — |
| Hedging/Pledging | Prohibited | — |
Employment Terms (Summary Table)
| Scenario | Cash Severance | Equity Treatment | Benefits/Other |
|---|---|---|---|
| Non-COC termination without Cause / Good Reason | 24 months base; pro rata target bonus | Pro rata PSU as if retired; pro rata RSU vesting over next 12 months | COBRA premiums up to 24 months; 12 months outplacement |
| COC + qualifying termination (double trigger) | Two times highest base + greater of avg 2-year bonus or prior-year bonus; unpaid base/earned bonus; pro rata annual bonus; pro rata PSU payouts | Double-trigger vesting; 100% positive option spread paid | Benefits maintained 6–12 months; outplacement to end of second calendar year; present value of 3 years deemed service under Pension/SERP for CEO |
| Illustrative (12/28/24) | $5,181,330 | $7,582,706 (equity acceleration value) | $40,704 benefits; $3,309,970 SERP lump sum |
Investment Implications
- Alignment and incentives: High at-risk structure (70% PSUs) tied to Operating Profit and relative TSR, stringent ownership (6x salary), clawback, and hedging/pledging prohibitions support long-term alignment; CEO pay targeted to market median reduces inflation risk .
- Vesting calendar and potential supply: Significant RSU tranches vesting on 02/07/2025, 02/07/2026, and 02/07/2027 (84,055 shares each), plus additional scheduled tranches, may create periodic insider selling pressure depending on pre-clearance windows; no option exercises in 2024 and policy-controlled trading mitigate abrupt supply .
- Retention and COC economics: Robust protection (24 months salary, pro rata awards, benefits) without gross-ups and with double-trigger equity reduces forced attrition risk while preserving shareholder protections; COC payouts are meaningful but structured, with pension/SERP provisions for CEO .
- Execution track record: 2024 transformation achievements (record gross margin, EPS step-up, debt reduction, Q4 growth inflection) and CAP-TSR alignment suggest credible operational turnaround momentum; however, TSR lagged peer group in 2024 ($74.93 vs peer $130.36 for $100 investment) highlighting continued multi-year value creation execution risk .
- Governance: CEO-director dual role is offset by fully independent committees and regular executive sessions; no additional director compensation and strong shareholder support (94% say-on-pay) underpin program credibility .