Childrens Place, Inc DEF 14A, filed Mar 31, 2023

Childrens Place, Inc. (PLCE)

DEF 14A 2023-03-31

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Added on June 12, 2026

About this DEF 14A

Childrens Place, Inc filed this DEF 14A on March 31, 2023.

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	1.	To elect eleven members (the “Directors”) of the Board of Directors (the “Board”), each to serve for a one-year term;

	2.	To ratify the selection of Ernst & Young LLP (“EY”) as the Company’s independent registered public accounting firm for fiscal 2023;

	3.	To conduct an advisory vote to approve the compensation (“Say-on-Pay”) of the Company’s named executive officers (the “NEOs”); and

	4.	To conduct an advisory vote to approve the frequency of the Say-on-Pay vote.

PROXY SUMMARY	1

CORPORATE GOVERNANCE AT THE CHILDREN’S PLACE	10
Our Corporate Governance Framework	10
Corporate Governance Policies and Practices	10
Board of Directors and Board Committees	15
Board Nominees for Directors	25

EXECUTIVE OFFICERS	31

EXECUTIVE AND DIRECTOR COMPENSATION	32
Compensation Discussion & Analysis	32
Summary Compensation Table	45
Grants of Plan-Based Awards	47
Outstanding Equity Awards at Fiscal Year-End	49
Stock Vested	51
Deferred Compensation Plan	53
CEO Employment Agreement	53
Other Arrangements	55
Change in Control Agreements	55
Severance Guidelines and Offer Letters	56
Potential Payments upon Termination or Change in Control	57
CEO Pay Ratio	58
Pay Versus Performance	58
Compensation of Directors	61

STOCK OWNERSHIP	63
Stock Ownership of Directors and Executive Officers	63
Stock Ownership of Certain Beneficial Owners	65
Section 16(a) Beneficial Ownership Reporting Compliance	66
Certain Relationships and Related Transactions	66

STOCK PRICE PERFORMANCE GRAPH	67

PROPOSALS REQUIRING YOUR VOTE	68
Proposal 1: Election of Eleven Members of the Board of Directors	68
Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm	69
Proposal 3: Advisory Vote on Named Executive Officer Compensation	71
Proposal 4: Advisory Vote on the Frequency of the Say-on-Pay Vote	72

OTHER INFORMATION	73
Admission	73
Voting Information	73
Required Vote	75
Future Shareholder Proposals	76
Nominations for Director	76
Cost and Methods of Soliciting Proxies	76
Available Information	77
Other Business	77

RECONCILIATION OF NON-GAAP (ADJUSTED) TO GAAP FINANCIAL INFORMATION	A-1

Proposal	Board Vote Recommendation	Page Reference
1. Election of Eleven Members of the Board of Directors	FOR each Nominee	68
2. Ratification of Selection of Independent Registered Public Accounting Firm	FOR	69
3. Say-on-Pay – Advisory Vote on NEO Compensation	FOR	71
4. Advisory Vote on the Frequency of the Say-on-Pay Vote	FOR voting each year	72

	●	Our digital sales represented an industry leading 48% of net retail sales in fiscal 2022 and we continue to target a 60% digital penetration by full year 2024.

	●	We launched our newest brand, PJ Place, a sleepwear lifestyle brand targeted toward millennial and Gen Z audiences, during the fourth quarter. We also launched our iconic toddler-focused Gymboree brand with Amazon during Back-to-School 2022. Combined with our tween-oriented Sugar & Jade brand that launched in 2021, our brand portfolio expands our reach into untapped markets with attractive demographics, which presents compelling growth opportunities and reinforces the strength of The Children’s Place mothership brand.

	●	We advanced our wholesale strategy, centered around our strong and growing relationship with Amazon, which represents a major opportunity to drive top-line and bottom-line results.

	●	We continued to capitalize on our ability to secure favorable lease terms as a result of our fleet optimization strategy. We closed 59 under-performing stores in fiscal 2022.

	●	We published a comprehensive Environment, Social & Governance (“ESG”) Report which details the Company’s strategic approach to ESG, including 26 public goals across our global operations, and which has been prepared in accordance with the GRI Standards Core option and the Sustainability Accounting Standards Board (“SASB”) Apparel, Accessories & Footwear Sustainability Accounting Standard.

THE CHILDREN’S PLACE SALES ($b)		THE CHILDREN’S PLACE E-COMMERCE PENETRATION (% of Net Retail Sales)

Name, Tenure, Committees	Age	Gender Diversity	Racial Diversity	Other Public Company Boards
John E. Bachman Independent Director since 2016 Audit Committee (Chair); Corporate Responsibility, Sustainability & Governance Committee	67			1
Marla Beck Independent Director since 2015 Corporate Responsibility, Sustainability & Governance Committee	52			1
Elizabeth J. Boland Independent Director since 2019 Audit Committee	63
Jane Elfers Director since 2010 CEO and President	62
John A. Frascotti Independent Director since 2021 Corporate Responsibility, Sustainability & Governance Committee (Chair, effective immediately following the Annual Meeting)	62			1
Tracey R. Griffin Independent Director since 2020 Human Capital & Compensation Committee	58			1
Katherine Kountze Independent Director since 2021 Audit Committee	60			1

Board Diversity Matrix
Total Number of Directors	11
Part I: Gender Identity	Female	Male	Non-Binary	Did Not Disclose Gender
Directors	6	5	—	—
Part II: Demographic Background
African American or Black	2	—	—	—
Alaskan Native or American Indian	—	—	—	—
Asian	—	—	—	—
Hispanic or Latinx	—	—	—	—
Native Hawaiian or Pacific Islander	—	—	—	—
White	4	5	—	—
Two or More Races or Ethnicities	—	—	—	—
LGBTQ+	—
Did not Disclose Demographic Background	—

Highly Independent	Balanced Tenure	Diverse Perspectives

Summary of Director Nominee Core Competencies
Experience/Attribute	Bachman	Beck	Boland	Elfers	Frascotti	Griffin	Kountze	Matthews	McDonald	Reiner	Shaffer
Leadership/Strategy
General Management/C-Suite Experience
Retail/Specialty Retail
Digital/Omni-Channel/Marketing
Sourcing Operations, including Supply Chain & Distribution
Governance/Public Board Service
ESG	ESG	ESG	SG	ESG	ESG			SG		ESG	ESG
Global Business/International Operations
Enterprise Risk Management/IT & Cybersecurity
Finance/Accounting

2022 Shareholder Engagement

Shareholders Contacted	Shareholders Engaged	Director Participation

Over 82% of our outstanding shares at the time of invitation	Over 21% of our outstanding shares at the time of invitation	Two independent Directors, together with members of senior management, participated in all engagement conversations

Primary Topics Discussed
● ESG Initiatives, Goals and Enhanced Disclosure
● Human Capital Management, including diversity, equity and inclusion (“DE&I”)
● Board Refreshment
● Fiscal 2022 CEO Compensation Overview

Topics	Key Points Discussed
Human Capital Management and DE&I Topics	• We invest in our associates, foster the well-being of the people who make our products and give back through philanthropic activities. • We believe that diverse teams operating in an equitable and inclusive environment where all people feel welcomed and valued enhances our business results. As reported in the Company’s ESG Report: Ø 60%of our Board of Directors and 50% of our senior leadership team are women; Ø 87% of our associates and 57% of corporate leadership are women; Ø 89% of new hires and 93% of promotions during fiscal 2021 were women; Ø 67% of our associates identify as racially or ethnically diverse; and Ø 72% of new hires and 64% of promotions during fiscal 2021 identify as racially or ethnically diverse. • Further, as reported in the Company’s ESG Report, we established quantitative DE&I goals: Ø Maintain 80% representation of women in our overall workforce; Ø Maintain 50% representation of women in our corporate leadership positions; and Ø Double representation of Black/African American associates at our U.S. corporate offices by 2025. • We invest in our associates, foster the well-being of the people who make our products and give back to our communities through philanthropic activities.
Board Refreshment	• With a focus on gender and racial diversity, the Board has appointed three new Directors since 2020 (two in fiscal 2021), two of whom are Black women. The new Directors add to the Board’s complementary skill sets, including on ESG and Cybersecurity topics.
Fiscal 2022 CEO Compensation	• In fiscal 2022, our CEO’s compensation opportunity was 61.5% performance based (annual bonus opportunity at target) and 38.5% in base salary. • The Company’s actual adjusted operating income in fiscal 2022 was less than the adjusted operating income threshold under our 2022 Management Bonus Plan. Accordingly, no cash bonus for fiscal 2022 was paid to our CEO. See “Incentive Compensation for Fiscal 2022—Annual Cash Bonus for Fiscal 2022” beginning on page 39 below. • As previously disclosed in our 2022 proxy statement, in response to the 2021 Say-on-Pay vote, our CEO declined to accept an LTIP equity award for fiscal 2022.

Corporate Governance Best Practices
	Robust annual shareholder engagement activities
	Separate Chairman and CEO roles, with independent Board Chairman
	Declassified Board, with annual elections for all Directors
	Majority voting for all Directors
	Explicit disclosure regarding Board’s decision-making processes
	Sound practices on Director refreshment, succession planning and diversity
	Annual mapping of Director skill sets and experience to business strategy
	Annual Board, Committee and individual independent Director self-assessments
	Limit on Director participation on outside public company boards
	Special meeting rights for shareholders (25% ownership threshold)
	Proxy access
	Updated advance notice provisions to lengthen notice window for the submission of stockholder proposals
	No supermajority voting requirements
	Robust risk management activities
	Publication of a comprehensive annual ESG report aligned to SASB guidelines and GRI standards
	Expanded oversight of ESG topics across Board Committees

Executive and Director Compensation Best Practices
	Value driving performance metrics in the annual bonus plan and LTIP that measure progress on our financial results, strategic growth initiatives and include both a sustainability and a diversity core metric in LTIP awards
	Robust stock ownership guidelines and holding requirements for our CEO, other senior executives (including our NEOs) and independent Directors
	No tax gross-ups (excluding those in connection with standard relocation expenses)
	All equity subject to “double trigger” vesting upon a change in control
	Cap on the aggregate fair market value of equity awards made to each independent Director in any calendar year
	Annual compensation risk assessment by management and an independent compensation consultant
	Annual peer group review by an independent compensation consultant
	Incentive compensation clawback policy (in place prior to new SEC regulation) in the case of financial restatements and other activity that is in conflict with or adverse to the interests of the Company, applicable to both the annual bonus plan and LTIP
	No hedging and pledging activities in Company stock by our Directors, executives (including our NEOs) and employees
	Bonus and performance share caps
	Annual benchmarking of independent Director compensation by an independent compensation consultant

	●	Strict Director Independence Standards. The Board believes that in order to maintain its objective oversight of Company management, the Board must consist of a substantial majority of independent Directors. The Board makes an annual independence determination concerning its Directors using guidelines established to assist the Board in making these determinations. These guidelines are contained in our Corporate Governance Guidelines and in our Related Person Transactions Policy and cover, among other things, employment, family, compensatory and business relationships, and relationships with our independent registered public accounting firm. With the sole exception of Jane Elfers, our President and Chief Executive Officer (“CEO”), all of our Directors are non-management directors who meet the criteria for independence under our guidelines and the listing standards of The NASDAQ Stock Market (“NASDAQ”). In addition, all members of all of our Board Committees are independent Directors, and no Director is related to another Director.

		Our Board also makes an annual determination that: (i) all of the members of the Audit Committee are “independent” within the meaning of applicable provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Securities and Exchange Commission (“SEC”) rules and regulations and NASDAQ listing standards, as well as the ISS’ independence guidelines for purposes of overseeing the Company’s information security risk management, and meet the “financial sophistication” requirement of NASDAQ rules; and (ii) all of the members of the Human Capital & Compensation Committee are “non-employee directors” within the meaning of Rule 16b-3 of the Exchange Act and “independent” within the meaning of applicable SEC rules and regulations. Finally, our Board has also determined that two members of the Audit Committee, Mr. Bachman and Ms. Boland, and our two new director nominees, Messrs. McDonald and Shaffer, qualify as “audit committee financial experts” as defined in Item 407(d)(5) of Regulation S-K of the Exchange Act.

	●	Executive Sessions of Independent Directors. Executive sessions of independent Directors are an important governance practice because they enable our independent Directors to discuss matters such as strategy, succession planning, risk, senior executive performance and compensation, future agenda items, and Board and Committee priorities and effectiveness, all without management present. Led by an independent Chairman of the Board and independent Committee Chairs, the independent Directors of the Board and each Committee meet in executive session, without our CEO or other members of Company management present, at every regularly scheduled Board and Committee meeting.


	2023 PROXY STATEMENT	3


4	2023 PROXY STATEMENT


	2023 PROXY STATEMENT	5

	●	Board Skill Set and Experience. An important function of our Corporate Responsibility, Sustainability & Governance Committee is to evaluate whether the members of our Board, as a whole, possess a mix of the diverse skills, backgrounds and experience that are necessary to further the Company’s strategy and address the risks we face in the rapidly changing business environment in which we operate.

		During fiscal 2022, as the Company continued to evolve, we enhanced our survey of director skills and experience to include the following areas: (i) Sourcing Operations, including Supply Chain & Distribution; (ii) Enterprise Risk Management/IT & Cybersecurity; and (iii) ESG. These skills, together with a background in such areas as leadership and strategy, C-suite and other senior leadership experience, retail and specialty retail (including apparel), digital and omni-channel marketing, governance and public company board of director experience, global business and international operations, and finance and accounting, enable our Board to further the strategic objectives of our Company effectively and monitor and assess the operational, financial and compliance risks faced by our Company. The Board believes that the combination of backgrounds, skills and experience has produced a Board that is well-equipped to exercise oversight responsibilities on behalf of the Company’s shareholders and other stakeholders. See the Summary of Director Nominee Core Competencies table on page 5 above under the heading “Proxy Summary”.

	●	Diverse Perspectives. Our Board believes that diversity in gender, race, thinking, experience, background and approach resulting from its policy of refreshment and succession planning enhances Board leadership, deliberations and decision making, and are critical to the Board’s acting as a creative and problem-solving body. A goal of our refreshment and succession planning activities is also to have our Directors be representative of our customers and associates; the vast majority of our customers and associates are women, and six of our Director nominees, representing 55% of all Director nominees, are women. In addition, two of our Director nominees, representing 18% of all Director nominees, are racially diverse.

	●	Balanced Tenure. Our sitting Directors’ tenure ranges from 2 to 14 years, providing the Board with a balance of fresh perspectives and the benefit of experience. The average tenure of our independent Director nominees is approximately four years.

	●	Board, Committee and Director Evaluation Process. Annually, the Corporate Responsibility, Sustainability & Governance Committee engages in an important process to evaluate the relevance and the breadth of our independent Directors’ skills, backgrounds and experience. The Committee conducts a formal evaluation of how well the Board functions and performs, the membership, leadership, roles and performance of each of the Board’s Committees, and the skill sets and contribution of individual independent Directors. The centerpiece of this process is the analysis of a self-assessment questionnaire completed by each independent Director. The questionnaire is updated as appropriate, and uses criteria that the Board and its outside advisors have determined to be important to the success of both the Board and the Company following a review of our Board’s activities and external best practices.

	Ø	Board as a Whole and Committees. The questionnaire is designed to elicit a critical evaluation by the independent Directors of the performance of the Board and its Committees, including assessing agendas, informational needs, composition, processes, dynamics and effectiveness. The Corporate Responsibility, Sustainability & Governance Committee shares its findings and recommendations with the Board. The Board then considers the results of the evaluation and recommendations and, as necessary, identifies and authorizes steps to be taken to enhance Board and Board Committee performance.

	Ø	Individual Independent Directors. The questionnaire is also designed to elicit a critical evaluation by the independent Directors of their peers. Independent Directors evaluate their peers on the basis of effectiveness and various attribute criteria. In addition, independent Directors evaluate and grade each of their peers’ contribution to the Board and its Committees, and, periodically, each independent Director rates his or her skill sets against a list of skill sets, experience and attributes important to the Company. The resulting feedback is shared with the individual independent Directors. The Corporate Responsibility, Sustainability & Governance Committee utilizes the feedback to inform its succession planning. The Committee also utilizes the skill set inventory to identify any gaps in relevant knowledge and experience not covered by existing independent Directors. This process results in a discussion on how our Board is constituted currently and how our Board could be constituted in the future to align with our strategic objectives.

	●	Oversight Role of Board. The Board plays a fundamental role in overseeing the Company’s strategy, succession planning and risk management activities. In addition, the Board has charged each of our standing Committees with the responsibility for the oversight of the management of certain risks.

	Ø	Strategy. The Board reviews and evaluates the Company’s execution of its strategic initiatives, engages in reviews with senior management, conducts separate independent Director sessions without our CEO or other members of the Company management present during which the Company’s strategy is evaluated and discussed, and receives presentations throughout the year on important aspects of the implementation of these initiatives. These periodic presentations include a review of the progress on initiatives, and reports from specific departments such as finance, information technology, supply chain, real estate, human resources and legal.

	Ø	Succession Planning and Emergency Plans. CEO succession planning is a topic reviewed annually by our Board. On an annual basis, the Board engages in an in-depth review of the succession planning for the senior leaders of the Company’s management team. In addition, the Board conducts regular reviews and evaluations of the skills and competencies needed to be possessed by potential CEO successors and has established a CEO emergency succession plan to prepare for unanticipated circumstances. The Board has a similar plan in place for the Chairman of the Board.

	Ø	Risk Management. Our Board and its three standing Committees regularly review and evaluate management’s activities concerning the identification, ranking, mitigation and monitoring of the major strategic, operational, financial, compliance and reputational risks we face in the course of our domestic and international business operations. Following a comprehensive review and analysis in fiscal 2021 of Board oversight of ESG and human capital management matters by the then-named Nominating & Corporate Governance Committee, in conjunction with governance and legal advisors, the Board approved the Committee’s recommendations concerning the updating of Board Committee charters, the renaming of the Board Committees and the refreshment of the composition of the Board Committees, all to formalize the expanded oversight by the Board Committees of ESG initiatives and goals, including items related to diversity, equity and inclusion. As we operationalized these changes in fiscal 2022, we further streamlined the cadence of ESG meetings for the Board and each Committee, with the goal of filing our next ESG Report in July 2023. For more detailed information on these changes, please see the section entitled “Board of Directors and Board Committees” beginning on page 15 below.

	○	Corporate Responsibility, Sustainability & Governance Committee. Our Corporate Responsibility, Sustainability & Governance Committee has the oversight responsibility for ESG and governance risks. With respect to ESG matters, the Corporate Responsibility, Sustainability & Governance Committee receives reports on a regular basis from executives in charge of the Company’s various environmental and social initiatives and goals. The Corporate Responsibility, Sustainability & Governance Committee dedicates two meetings each year to an in-depth discussion of ESG topics, including matters related to the Company’s environmental and social initiatives, progress toward public goals and the Company’s overall ESG roadmap. Regarding governance matters, the Committee regularly reviews the composition, skill sets and experience of our Board and individual Directors to assess the Board’s gender and racial diversity, the diversity of background and experience, and the skill sets necessary to oversee the Company’s strategic growth initiatives. This Committee also regularly reviews the Company’s governance policies, guidelines and practices, including with the periodic input of appropriate outside advisors, in order to continue to ensure that our policies, guidelines and practices reflect industry best practices.

	○	Human Capital & Compensation Committee. Our Human Capital & Compensation Committee has oversight responsibility for human capital management and compensation risk. The Committee receives reports on a regular basis from executives in charge of the Company’s various human capital/DE&I initiatives, as well as a report from its independent compensation consultants and management concerning their assessment of risk, if any, arising from the Company’s compensation policies and practices. The Human Capital & Compensation Committee dedicates two meetings each year to an in-depth discussion of the various human capital/DE&I initiatives, including matters related to our public goals and the Company’s overall human capital management roadmap.

	○	Audit Committee. Our Audit Committee has oversight responsibility for financial and enterprise risks. In connection with the oversight of financial risk, the Audit Committee meets regularly, together and separately, with senior finance management, the head of internal control and the Company’s independent auditors. With respect to enterprise risk oversight, the Audit Committee receives reports on a regular basis concerning the activities of the Company’s Strategic Risk Committee (“SRC”), which is composed of members of the Company’s senior leadership team. The Audit Committee dedicates two meetings each year to an in-depth discussion of enterprise risk topics with the SRC’s members, including matters related to our global supply chain, information and data security, privacy, and business transformation activities. The SRC is composed of senior leaders from various business units where a particular risk resides, including the sourcing, logistics, information technology, finance, internal audit, human resources and legal departments. The SRC meets regularly throughout the year to discuss the identification and mitigation of enterprise risks, and is advised by third-party experts where appropriate (e.g., technical and legal experts on cybersecurity, privacy and business continuity matters).

	○	Board of Directors. Our Board receives regular reports from the Chairs of the Corporate Responsibility, Sustainability & Governance, Human Capital & Compensation and Audit Committees. The Board meets periodically with members of the Company’s SRC to discuss risk identification and mitigation activities, and receives an annual update of ESG topics, including reports on the progress the Company has made toward its public goals and the status of the Company’s ESG roadmap. The Board also meets periodically with the Company’s third-party cybersecurity, privacy, financial and other experts to obtain their perspective on various matters. Finally, our Directors apply the breadth and depth of their own experience in domestic and international business operations, finance and accounting, and other fields in this risk oversight function.

	●	Shareholder Oversight. The Company’s governance practices provide for Board accountability to the Company’s shareholders through: (i) majority voting for Directors in uncontested elections; (ii) declassification of the Board by providing for the annual election of all Directors; (iii) the ability for 25% of our shareholders to call special meetings; and (iv) the elimination of super-majority voting requirements to amend our Charter and Bylaw provisions.

	●	Proxy Access. Our Bylaws provide proxy access rights to our shareholders pursuant to which the Company will include the names of up to two Director nominees (or, if greater, that number equal to 20% of the Board) in our proxy materials proposed by a shareholder or a group of up to 20 shareholders who have continuously owned 3% or more of our Common Stock for three years or more.

	●	Performance-Based Compensation. The Company has linked a substantial portion of the pay of its executives directly to the Company’s performance. As described in greater detail under the heading “Compensation Discussion & Analysis” beginning on page 32 below, the Human Capital & Compensation Committee adheres to this pay-for-performance philosophy, and performance-based short-term and long-term incentives (cash and equity) comprise a significant component of our executives’ overall compensation.

	●	Effective Performance Metrics. An important governance function is to measure progress in achieving strategic growth initiatives in an objective and quantitative manner, and to hold management accountable and reward success. Our Human Capital & Compensation Committee gives effect to this function through the adoption of performance metrics for the Company’s annual bonus plan and LTIP which directly measure progress in advancing our strategic growth initiatives and achieving our financial and sustainability goals, hold senior management accountable for financial and operational results over which they have more direct influence, and are key value creation drivers in the specialty retail industry.

	●	Separate Chairman and CEO. The Board selects the Company’s CEO and Chairman of the Board in the manner that it determines to be in the best interests of the Company’s shareholders. The Board has determined that having an independent Director serve as Chairman of the Board is in the best interests of the Company’s shareholders at this time. Our Board believes that this structure ensures a greater role for the independent Directors in the oversight of the Company and active participation of the independent Directors in setting Board and Committee agendas and establishing priorities and procedures. Further, this structure permits the CEO to focus on the Company’s strategic matters and the management of the Company’s day-to-day operations.

	●	Committee Chairs. Our Board’s leadership structure also includes independent, experienced and involved Board Committee Chairs.

	●	Charters for Board Committees. Each of the Corporate Responsibility, Sustainability & Governance Committee, Human Capital & Compensation Committee and Audit Committee has a charter developed and maintained under the leadership of its Committee Chair. The Committee charters describe the purpose, responsibilities, structure and operations of each Committee. The Human Capital & Compensation Committee charter and the Audit Committee charter include the authority and responsibilities of each Committee under the applicable rules and regulations of the SEC and NASDAQ.

	●	Corporate Governance Guidelines. The Company’s Corporate Governance Guidelines reflect the Board’s views and Company policy regarding significant corporate governance issues. As part of its ongoing review of best practices in corporate governance, the Board reviews these guidelines annually and updates these guidelines as appropriate.

	●	Code of Business Conduct. The Company’s Code of Business Conduct is designed to promote the highest ethical standards in all of the Company’s business dealings. The Code of Business Conduct applies to the Directors, officers (including its principal executive officer, principal financial officer and principal accounting officer) and employees.

	●	Anti-Corruption Policy. The Company’s Anti-Corruption Policy requires compliance with all laws, domestic and foreign, prohibiting improper payments or inducements to any person, including government officials. The Anti-Corruption Policy provides guidance on the types of improper payments that the Company prohibits and how to recognize and deal with corruption, bribery, and other unethical conduct.

	●	Insider Trading Policy; Prohibition on Hedging/Pledging of Common Stock. The Company’s Insider Trading Policy is designed to assist the Directors, officers (including our named executive officers (“NEOs”)) and employees to comply with insider trading laws and prevent even the appearance of improper insider trading. Our Insider Trading Policy prohibits trading in derivatives of our Common Stock, including puts, calls and other financial derivatives, and also prohibits hedging and pledging of our Common Stock by any of our Directors, officers (including our NEOs) and employees in order to ensure that the interests of Directors, officers (including our NEOs) and employees align with those of our shareholders. For more information, see “Prohibition on Hedging/Pledging of Common Stock” on page 42 below.

	●	Clawback Policy. The Company’s Clawback Policy applies to short term and long term incentive compensation and allows the Company to recover performance-based annual cash bonuses and stock awards granted under our LTIP from members of Company management, including our NEOs, in the event of certain occurrences, including the restatement of financial statements and other actions having a significant adverse impact on the Company.

		Shareholders may view these documents on the Company’s corporate website http://corporate.childrensplace.com in the “Corporate Overview” section under the “Investor Relations” tab and in the section entitled “Corporate Info — Governance Documents”.

Corporate Responsibility, Sustainability & Governance Committee		Human Capital & Compensation Committee		Audit Committee
Joseph Alutto (Chair)⁽¹⁾ John E. Bachman Marla Beck John A. Frascotti⁽²⁾ Norman Matthews		Debby Reiner (Chair) Tracey R. Griffin Norman Matthews		John E. Bachman (Chair) Elizabeth J. Boland Katherine Kountze


(1)	Dr. Alutto is not standing for re-election to the Board at the Annual Meeting.

(2)	Mr. Frascotti will be appointed as Chair of the Corporate Responsibility, Sustainability & Governance Committee effective immediately following, and subject to, his election at the Annual Meeting.

	●	Reduce GHG emissions in our operations and across our global supply chain through science-based goals to address climate change;

	●	Deliver responsibly sourced product offerings through the use of sustainable raw materials;

	●	Reduce and manage water and chemical usage in manufacturing and processing in our global supply chain; and

	●	Divert the amount of waste from our operations sent to landfills and move to a more circular system through reusing and recycling.

Women Representation in 2021
Overall Workforce	Board Members	Senior Leadership	Corporate Leadership	Store Management	Promotions Overall	Promotions Corporate Leadership	Promotions Store Management	New Hires Overall
87%	60% *	50%	57%	91%	93%	61%	96%	89%

	Ø	Cybersecurity and privacy
	Ø	Business continuity and disaster recovery
	Ø	Operational matters, including global supply chain
	Ø	Legal compliance

	Board of Directors	Corporate Responsibility, Sustainability & Governance Committee	Human Capital & Compensation Committee	Audit Committee
Number of Meetings	5	6	5	11
Attendance	All directors, all meetings	All members, all meetings	All members, all meetings	All members, all meetings*

Marla Beck, 52 Independent Director Since 2015		Career Highlights. Ms. Beck currently serves as a member of our Corporate Responsibility, Sustainability & Governance Committee. She is the former Chief Executive Officer of Bluemercury, a retailer and online seller of upscale beauty products and spa services that Ms. Beck founded in 1999. Bluemercury was acquired by Macy’s, Inc. in 2015 and operated as a stand-alone business with Ms. Beck as CEO through June 2021. Prior to 1999, Ms. Beck was a consultant for McKinsey & Company. She holds an MBA and MPA from Harvard University. Experience and Skills. Ms. Beck’s experience as the former Chief Executive Officer of Bluemercury brings to the Board a valuable perspective and experience with respect to brand management, brand marketing, digital engagement, including e-commerce, and the management and leadership of a national specialty retailer. Other Public Directorships: The Beauty Health Company (since 2022), where she is a member of the Audit Committee.



Elizabeth J. Boland, 63 Independent Director Since 2019		Career Highlights. Ms. Boland currently serves as a member of our Audit Committee. Since June 1999, Ms. Boland has served as the Chief Financial Officer of Bright Horizons Family Solutions Inc., a leading global provider of early education, child care and workforce education services based in the United States. Prior to joining Bright Horizons in 1997, Ms. Boland served as the Chief Financial Officer and Vice President, Finance, at various companies. From 1981 to 1990, Ms. Boland worked on the audit staff at PwC in Boston, MA, completing her tenure as a senior audit manager. Ms. Boland is a graduate of the University of Notre Dame and is a CPA. Experience and Skills. Ms. Boland brings to the Board years of senior level executive experience and a valuable perspective in finance, accounting and auditing practices, as well as expertise in the dynamics of the children’s market. Ms. Boland qualifies as an “audit committee financial expert” under applicable SEC rules.

Jane Elfers, 62 Director Since 2010		Career Highlights. Ms. Elfers became our President and Chief Executive Officer in January 2010. She set our strategic vision as a leading global, omni-channel children’s apparel brand, and developed and executed our key strategic growth initiatives, including superior product and design, transformation to a digital first model, expansion of our wholesale channel and omni-channel marketing strategy, and optimization of our store fleet to position the business to drive shareholder value over time. Ms. Elfers led our successful company-wide, multi-year strategic reset by assembling, motivating and leading a best-in-class management team and she has delivered our transformative results by instituting a culture of operational excellence. Experience and Skills. Ms. Elfers formerly served as President and Chief Executive Officer of Lord & Taylor from May 2000 to September 2008. She is a graduate of Bucknell University where she received a degree in Business Administration and where she serves on the Board of Trustees.



John A. Frascotti, 62 Independent Director Since 2021		Career Highlights. Mr. Frascotti currently serves as a member of our Corporate Responsibility, Sustainability & Governance Committee and, subject to his election at the Annual Meeting, will become the Chair of that Committee immediately following the Annual Meeting. He was a Special Advisor to Hasbro, Inc. (“Hasbro”) until March 31, 2022 and served as Hasbro’s President and Chief Operating Officer from 2018 until his retirement on March 31, 2021. Mr. Frascotti joined Hasbro in 2008 as Executive Vice President and Chief Marketing Officer, became President of Hasbro Brands in 2014, and became President of Hasbro in 2017. In 2018, he was also named Chief Operating Officer, and became a member of Hasbro’s Board of Directors. Before joining Hasbro, Mr. Frascotti served in several senior executive positions at Reebok International Ltd. and myteam.com. Mr. Frascotti is a Venture Partner at Relentless Consumer Partners, a member of the Board of Advisers of Dephy, Inc. and a member of the board and co-chair of the Advancement Committee of the SeriousFun Children’s Network, an organization of camps throughout the world for children with serious illnesses. Mr. Frascotti received his B.A. in Economics from Yale University, where he graduated Phi Beta Kappa and summa cum laude, and his J.D., cum laude, from Harvard Law School. He is admitted to the bar in California and Massachusetts and practiced law at Mitchell, Silberberg & Knupp, LLP and Palmer & Dodge LLP. Experience and Skills. Mr. Frascotti brings to the Board extensive expertise and leadership in brand building, omni-channel retail strategies, digital marketing, global supply chain management, investor relations and talent development, as well as deep executive experience operating in the children’s retail market. Other Public Company Directorships: Party City Holdco Inc. (since 2019), where he is a member of the Compensation Committee.

Tracey R. Griffin, 58 Independent Director Since 2020		Career Highlights. Ms. Griffin currently serves as a member of our Human Capital & Compensation Committee. She is the former Chief Financial Officer and Chief Operating Officer of Framebridge, Inc., an online and retail custom framing brand. Prior to her position at Framebridge, Ms. Griffin served as the Chief Financial Officer of lifestyle retail brand Kendra Scott, from September 2018 to November 2019. Prior to that, Ms. Griffin served as the Chief Financial Officer of PANDORA Americas, a global affordable jewelry brand, from February 2016 to September 2018, following her tenure as the Chief Operating Officer from October 2014 to February 2016. In these roles at PANDORA, Ms. Griffin was responsible for implementing and overseeing strategic growth initiatives across the company, including its expansion into Latin America. Prior to that, she served as a Senior Partner at McKinsey & Company, a global management consulting firm, where she focused on retail and consumer goods clients. Ms. Griffin currently serves on the Board of the non-profit organization Partnership for a Healthier America, where she is the Chair of the Finance and Audit Committee and has previously served on the Board and Strategy Committee of United Negro College Fund. Ms. Griffin has a bachelor’s degree in Finance from Georgetown University and an MBA from Stanford University. Experience and Skills. Ms. Griffin brings to the Board years of experience as a senior financial and operations executive in the consumer and retail industries, including a digital first retailer, as well as a broad strategic and operational skill set. Other Public Company Directorships: ADT Inc. (since 2018), where she is a member of the Compensation Committee.



Katherine Kountze, 60 Independent Director Since 2021		Career Highlights. Ms. Kountze currently serves as a member of our Audit Committee. She is the Vice President and Global Chief Information Officer of Bose Corporation, a world leader in premium audio solutions. Prior to Bose, she was the Executive Vice President & Chief Information Officer of DentaQuest, a purpose-driven oral health care company, and held that position from April 2021 to April 2022. Prior to DentaQuest, from 2010 to 2021, Ms. Kountze was the Senior Vice President and Chief Information Officer at Eversource Energy, a business and residential energy provider serving the Northeastern United States. From 2001 to 2010, Ms. Kountze served in various senior information and data security positions at The United Illuminating Company, culminating in her role as Vice President and Chief Information Officer in 2007. Ms. Kountze is a member of the Massachusetts Cybersecurity Strategy Council and the Boston CIO Leadership Advisory Council. Ms. Kountze received her Bachelor of Arts degree in Actuarial Math & Science from the University of Connecticut, a Master of Science degree in Computer Science from the University of New Haven, and a Certificate for Finance Accounting from Harvard Business Online. Experience and Skills. Ms. Kountze is an expert in cybersecurity and brings to the Board 15 years of C-Suite experience in all aspects of information technology, including digital transformation matters. Other Public Company Directorships. Bombardier Recreational Products Inc. (since 2020).