Childrens Place, Inc DEF 14A, filed May 6, 2024

Childrens Place, Inc. (PLCE)

DEF 14A 2024-05-06 For: 2024-05-22

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Added on June 12, 2026

About this DEF 14A

Childrens Place, Inc filed this DEF 14A on May 6, 2024.

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	1.	To elect six 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 2024; and

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

PROXY SUMMARY	1

CORPORATE GOVERNANCE AT THE CHILDREN’S PLACE	6
Our Corporate Governance Framework	6
Corporate Governance Policies and Practices	6
Board of Directors and Board Committees	11
Board Nominees for Directors	21

EXECUTIVE OFFICERS	23

EXECUTIVE AND DIRECTOR COMPENSATION	24
Compensation Discussion & Analysis	24
Summary Compensation Table	35
Grants of Plan-Based Awards	37
Outstanding Equity Awards at Fiscal Year-End	39
Stock Vested	42
Deferred Compensation Plan	43
CEO Employment Agreement	43
Other Arrangements	45
Change in Control Agreements	45
Severance Guidelines and Offer Letters	46
Potential Payments upon Termination or Change in Control	47
CEO Pay Ratio	48
Pay Versus Performance	48
Compensation of Directors	51

STOCK OWNERSHIP	53
Stock Ownership of Directors and Executive Officers	53
Stock Ownership of Certain Beneficial Owners	54
Section 16(a) Beneficial Ownership Reporting Compliance	55
Certain Relationships and Related Transactions	55

STOCK PRICE PERFORMANCE GRAPH	56

PROPOSALS REQUIRING YOUR VOTE	57
Proposal 1: Election of Six Members of the Board of Directors	57
Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm	58
Proposal 3: Advisory Vote on Named Executive Officer Compensation	60

OTHER INFORMATION	61
Admission	61
Voting Information	61
Required Vote	63
Future Shareholder Proposals	64
Nominations for Director	64
Cost and Methods of Soliciting Proxies	64
Available Information	65
Other Business	65

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

Proposal	Board Vote Recommendation	Page Reference
1. Election of Six Members of the Board of Directors	FOR each Nominee	57
2. Ratification of Selection of Independent Registered Public Accounting Firm	FOR	58
3. Say-on-Pay – Advisory Vote on NEO Compensation	FOR	60

	●	Made progress driving digital sales and traffic, despite the difficult consumer environment, resulting in digital sales representing an industry leading 54% of net retail sales in fiscal 2023.

	●	Continued to execute a complementary multi-brand marketing strategy, with each brand (The Children’s Place, Gymboree, Sugar & Jade and PJ Place) strategically positioned to target an underdeveloped or untapped market share opportunity.

	●	Expanded wholesale channel strategy, centered around the Company’s strong and growing relationship with Amazon.

	●	Accelerated inventory reduction and liquidation efforts, ending the year with lower levels of inventory.

	●	Closed 90 under-performing stores in fiscal 2023.

	●	Published a comprehensive Environment, Social & Governance (“ESG”) Report which details the Company’s strategic approach to ESG.

	●	On February 14, 2024, the Company received correspondence from Mithaq Capital SPC (“Mithaq”) notifying the Company that it acquired approximately 54% of the Company’s outstanding shares of common stock, par value $0.10 per share (the “Common Stock”) and the Company stated that it would accept Mithaq’s request to enter into discussions regarding the provision of financing to assist with the Company’s liquidity needs.

	●	On February 16, 2024, the Company announced its entry into a non-binding term sheet, dated February 15, 2024, with 1903P Loan Agent, LLC (“Gordon Brothers”), as Lender, Administrative Agent and Collateral Agent, (the “Term Sheet”), for a $130 million term loan (the “Proposed Term Loan”).

	●	On February 29, 2024, the Company entered into an interest-free unsecured promissory note with Mithaq, providing for up to $78.6 million in term loans, consisting of (a) an initial term loan in an aggregate principal amount of $30.0 million (the “Initial Term Loan”) and (b) a delayed draw term loan commitment of $48.6 million (the “Delayed Draw Term Loan;” and together with the Initial Term Loan, collectively, the “Mithaq Term Loans”). On February 29, 2024, the Company received the proceeds of the Initial Term Loan, that were used to, among other things, support the Company’s operations, including payments to vendors and service providers to address overdue accounts payable

	●	On February 29, 2024, the Company and Mithaq also entered into a letter agreement (the “Letter Agreement”) for purposes of, among other things, ensuring an orderly transition of the governance of the Company following Mithaq’s acquisition of over 50% of the outstanding shares of Common Stock of the Company, including the continued presence of certain non-Mithaq nominated members on the Board during a transitional period. The Letter Agreement also required the Company to use reasonable best efforts to commence and complete a registered rights offering of up to approximately $90 million by distributing transferrable subscription rights to the stockholders of the Company at the applicable record date to purchase shares of common stock of the Company.

	●	On February 29, 2024, the Company announced that four persons nominated by Mithaq – Turki Saleh A. AlRajhi, Muhammad Asif Seemab, Muhammad Umair and Hussan Arshad – had been appointed to the Board effective February 29, 2024, in accordance with the Letter Agreement. The Company also announced that, concurrently with the execution of the Letter Agreement, Elizabeth Boland, Alicia Enciso, Katherine Kountze and Wesley S. McDonald resigned from the Board effective February 29, 2024.

	●	On March 11, 2024, the Company announced that Mithaq provided the Delayed Draw Term Loan to the Company on March 8, 2024. The net proceeds from the Delayed Draw Term Loan were used to, among other things, support the Company’s operations, including payments to vendors and service providers to address overdue accounts payable. With the funding of the Delayed Draw Term Loan, the resignations from the Board of Norman Matthews, John E. Bachman, Debby Reiner and Michael Shaffer became effective and the size of the Board was reduced to six. In addition, Mr. John A. Frascotti elected to resign from the Board on March 8, 2024 simultaneously with the resignations of the aforementioned resigning directors. Jane Elfers, President, CEO and current director of the Company, continues to serve on the Board, as well as in her roles as President and CEO of the Company. In addition, the Board appointed Douglas R. Edwards to serve on the reconstituted Board as an independent director, which appointment became effective March 14, 2024.

	●	As a result of the Board composition changes described above, Norman Matthews ceased to be the Chairman of the Board, and Turki Saleh A. AlRajhi was appointed the new Chairman of the Board. Muhammad Asif Seemab was also appointed to the newly-created position of Vice-Chairman of the Board.

	●	On April 17, 2024, the Company announced the closing of an additional $90 million term loan with Mithaq (the “New Mithaq Term Loan”). Given that the New Mithaq Term Loan will further strengthen the Company’s liquidity position on better overall terms in the aggregate than the Proposed Term Loan, the Company will not pursue the Proposed Term Loan any further.

Name, Tenure, Committees	Age	Other Public Company Boards
Turki Saleh A. AlRajhi Director since 2024 Chairman of the Board Human Capital & Compensation Committee	31	—
Muhammad Asif Seemab Director since 2024 Vice Chairman of the Board Human Capital & Compensation Committee (Chair), Corporate Responsibility, Sustainability & Governance Committee (Chair)	41	—
Hussan Arshad Independent Director since 2024 Audit Committee (Chair), Corporate Responsibility, Sustainability & Governance Committee	40	—
Douglas Edwards Independent Director since 2024 Audit Committee, Corporate Responsibility, Sustainability & Governance Committee	66	—
Jane Elfers Director since 2010 CEO and President	63	—
Muhammad Umair Independent Director since 2024 Audit Committee, Human Capital & Compensation Committee	38	—

Board Diversity Matrix
Total Number of Directors	6
Part I: Gender Identity	Female	Male	Non-Binary	Did Not Disclose Gender
Directors	1	5	—	—
Part II: Demographic Background
African American or Black	—	—	—	—
Alaskan Native or American Indian	—	—	—	—
Asian	—	2	—	—
Hispanic or Latinx	—	—	—	—
Native Hawaiian or Pacific Islander	—	—	—	—
White	1	1	—	—
Two or More Races or Ethnicities	—	—	—	—
LGBTQ+			—
Did not Disclose Demographic Background			2

Shareholders Contacted	Director Participation
Over 66% 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 2023 CEO Compensation Overview

Corporate Governance Best Practices
		Robust annual shareholder engagement activities
		Separate Chairman and CEO roles
		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 long term incentive plan (“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 awards 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 associates
		Bonus and performance share caps
		Annual benchmarking of independent Director compensation by an independent compensation consultant

	●	Director Independence Standards. 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.

		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.

	●	Executive Sessions of Directors. Executive sessions of Directors are an important governance practice because they enable our 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 the Chairman of the Board and Committee Chairs, during fiscal 2023, the Directors of the Board and each Committee met in executive session, without our CEO or other members of Company management present, at every regularly scheduled Board and Committee meeting.

	●	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.

	●	Board, Committee and Director Evaluation Process. The Corporate Responsibility, Sustainability & Governance Committee in fiscal 2023 engaged in an important process to evaluate the relevance and the breadth of our Directors’ skills, backgrounds and experience. The Committee conducted 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. During Fiscal 2023, the Committee engaged an independent third-party advisor to assist the Company in conducting its annual independent director self-assessment process. Following a brief written questionnaire, the centerpiece of this process were individual interviews conducted by the third party advisor with each independent director and selected members of the senior management team. The interviews solicited anonymous feedback on topics that are believed to be the most important to successfully accomplishing the goals of the Board and its Committees. TRB Partners then prepared a final report for the Committee that developed a focused list of priority topics and created an effective action plan for the Committee.

		Individual Independent Directors. The self-assessment process is also designed to elicit a critical evaluation by the independent Directors of their peers, including discussion of skill sets against a list of skill sets, experience and attributes important to the Company. Independent Directors evaluate their peers on the basis of effectiveness and various attribute criteria. 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.

		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.

		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 reviews and evaluates 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.

		Risk Management. Our Board and its three standing Committees 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.

		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.

	o	Human Capital & Compensation Committee. Our Human Capital & Compensation Committee (“HC&C 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 HC&C Committee dedicated two meetings in fiscal 2023 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.

	o	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 dedicated two meetings in fiscal 2023 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).

	o	Board of Directors. Our Board received regular reports during fiscal 2023 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 24 below, in fiscal 2023 the Human Capital & Compensation Committee adhered 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. In fiscal 2023, our Human Capital & Compensation Committee gave 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, diversity 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 experienced and involved Board Committee Chairs.

	●	Charters for Board Committees. Each of the CRS&G Committee, HC&C 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 HC&C 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 33 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.

	●	Equity Award Grant Policy. The Company’s Equity Award Grant Policy governs the Company’s grant of equity and cash awards under the Company’s Fourth Amended and Restated 2011 Equity Incentive Plan, helping to promote consistent administration and effective compliance for the Company’s equity and cash awards program. During fiscal 2023, we worked with our independent compensation consultant to update this policy in line with best practices.

		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”.

Name	Board of Directors	Audit Committee	Corporate Responsibility, Sustainability & Governance Committee	Human Capital & Compensation Committee
John E. Bachman*
Elizabeth Boland*
Jane T. Elfers
Alicia Enciso*
John A. Frascotti*
Katherine Kountze*
Norman Matthews*
Wesley S. McDonald*
Debby Reiner*
Michael Shaffer*

	●	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;

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

	●	Implement third-party worker well-being programs with our top global vendors.

Women Representation in 2022
Overall Workforce	Board Members	Senior Leadership	Corporate Leadership	Store Management	Promotions Overall	Promotions in Corporate Leadership	Promotions in Store Management	New Hires Overall
86%	55% *	50%	62%	92%	94%	71%	97%	87%

		Financial reporting
		Internal controls and internal audit function
		Independent audits of the Company’s financial statements

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

	●	Identify Threats—both internal and external;

	●	Identify Vulnerabilities—in order to understand any limitations, as well as to identify opportunities involving methodologies and technology;

	●	Assess Risk Exposure—determine the likelihood that vulnerabilities may be exploited and the impact, financial and reputational, of being exploited;

	●	Implement Detection and Protection Measures—through appropriate policies, procedures and use of technology to reduce the likelihood and impact of a breach, including by leveraging third-party cybersecurity experts to conduct vulnerability scanning, penetration testing, workforce control assessments, and a maturity assessment, and to enhance our cybersecurity training curriculum; and

	●	Implement Incident Response Plans—which the Company has documented, leveraging third-party cybersecurity experts, and includes periodic training.

*Turki Saleh A. AlRajhi, 31* Director Since 2024		Mr. AlRajhi currently serves as the Chairman of the Board and as a member of the Human Capital & Compensation Committee. Mr. AlRajhi is the Chairman of the Board and Chief Executive Officer of Mithaq Holding Company and Managing Director of Mithaq Capital SPC. Prior to founding Mithaq Holding Company, in August 2014, Mr. AlRajhi was a Corporate Analyst in the Deal Advisory group of KPMG International Limited. Mr. AlRajhi is the Vice Chairman of the Board of Trustees of Mozon Philanthropies, a foundation providing donations and support to healthcare and education projects. He is also the Chairman of the Board of Themar Foods & Catering, one of Saudi Arabia’s leading quick service restaurants, and Bunyah Real Estate. He is the Co-Founder, Board Member and Head of the Executive Committee of the Riyadh Chamber of Commerce, Family Business Committee, and a Member of the Board of Trustees and Executive Committee of the AlRajhi Endowment, a charitable foundation. Mr. AlRajhi holds a Bachelor of Science in Finance and Banking from Dar Al Uloom University in Riyadh, Saudi Arabia and completed the Value Investing Program from Columbia Business School.

*Muhammad Asif Seemab, 41* Director Since 2024		Mr. Seemab currently serves as the Vice Chairman of the Board, the Chair of the Human Capital & Compensation Committee and the Chair of the Corporate Responsibility, Sustainability & Governance Committee. He is Managing Director of Mithaq Capital SPC. He previously spent four years in the audit group at Ernst & Young. Mr. Seemab received his Bachelor of Commerce degree from Hailey College of Commerce at the University of Punjab in Lahore, Pakistan and is a Chartered Accountant and an associate member of The Institute of Chartered Accountants of Pakistan.

*Hussan Arshad, 40* Independent Director Since 2024		Mr. Arshad currently serves as the Chair of the Audit Committee and as a member of the Human Capital & Compensation Committee. He is currently the Group Senior Manager for DP World, where he leads complex audits, manages a portion of the GIA Business audit portfolio, supervises auditing teams, and provides advice to business management on best internal control practices and procedures. Mr. Arshad has previously held positions in various organizations, including Ernst & Young, and as a Senior Manager of Operational Audits with Bell Canada Enterprise. Mr. Arshad is a member of the Chartered Professional Accountants of Canada and the Institute of Chartered Accountant of Pakistan and England and Wales. He is also a Certified Internal Auditor in the United States.

*Douglas Edwards, 66* Independent Director Since 2024		Mr. Edwards currently serves as a member of the Audit Committee and the Corporate Responsibility, Sustainability & Governance Committee. Mr. Edwards served as the Executive Vice President and Deputy General Counsel at Wells Fargo, responsible for the Global Commercial and Securities Division. Prior to his tenure at Wells Fargo, Mr. Edwards he served in various roles in the legal division of First Union Corporation. Prior to that role, he had worked at the Buffalo law firm of Hodgson, Russ, Andrews, Woods & Goodyear, where he focused on commercial litigation with specialties in bankruptcy litigation and representation of financial institutions. Mr. Edwards earned his B.A. from the University of Virginia in 1979, an M.A. in history from the University of Kentucky in 1985 and a J.D., cum laude, from the University of Buffalo in 1985.

*Jane Elfers, 63* Director Since 2010		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 instituted a culture of operational excellence. 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.

*Muhammad Umair, 38* Independent Director Since 2024		Mr. Umair currently serves as a member of the Audit Committee and the Human Capital & Compensation Committee. Mr. Umair is Senior Advisor for Origin Funding Partners, a trade finance fund located in Sacramento County, California, where he is responsible for credit, recovery, and due diligence. Prior to joining Origin Funding Partners, Mr. Umair held positions in various organizations, including Head of Advisory at Armacom and Senior Auditor at Ernst & Young. He is a Chartered Accountant and associate member of the Institute of Chartered Accountants of Pakistan and England and Wales. Mr. Umair has more than 15 years of financial and commercial experience, including investment management, corporate advisory, operational and financial due diligence and audit.

Name	Age	Position
Jane Elfers	63	President and Chief Executive Officer, Director
Maegan Markee	38	Brand President
Sheamus Toal	54	Chief Operating Officer & Chief Financial Officer
Jared E. Shure	43	Senior Vice President, General Counsel & Corporate Secretary

Maegan Markee, 38 Brand President		Maegan Markee joined the Company in 2010 and has held positions of increasing responsibility, culminating in her appointment as Brand President on August 1, 2023. In her current role, Ms. Markee oversees all customer facing activities across all of the Company’s family of brands and her leadership portfolio includes design, sourcing, merchandising, marketing, planning, allocation and the Company’s wholesale and international businesses. Since becoming a member of the Company’s senior leadership team in 2020, Ms. Markee has been instrumental in architecting the Company’s marketing transformation, and played an integral part in its accelerated transformation to a digital-first Company and implementing our successful Amazon marketplace strategy. Ms. Markee earned her BS in Management and Marketing from Quinnipiac University.

Sheamus Toal, 54 Chief Operating Officer & Chief Financial Officer		Sheamus Toal joined the Company in 2022 as Senior Vice President, Chief Financial Officer. During his tenure, he has assumed roles of increasing responsibility, culminating in his expanded role as Chief Operating Officer & Chief Financial Officer of the Company on August 1, 2023. Mr. Toal was most recently the Executive Vice President and Chief Financial Officer at Saatva, Inc., a high growth digital e-commerce retailer. Previously, Mr. Toal spent over 16 years with New York & Company where he held several senior level finance and operational positions as Chief Operating Officer, Chief Financial Officer, Chief Accounting Officer and Treasurer, culminating in his role as Chief Executive Officer from 2020 to 2021, during which time he led the company through the COVID-19 pandemic (New York & Company filed for reorganization in bankruptcy court in July 2020). He began his career in finance and accounting in positions of increasing responsibility with Footstar, Inc. and Standard Motors Products, Inc., and was a Manager with KPMG, LLP. Mr. Toal graduated with a BS in Accounting from St. John’s University and is a CPA.

Jared Shure, 43 Senior Vice President, General Counsel & Corporate Secretary		Jared E. Shure joined the Company in 2018 as Vice President, Assistant General Counsel. During his tenure, he has assumed roles of increasing responsibility, including being appointed Deputy General Counsel in 2019 and General Counsel and Corporate Secretary in 2021. Mr. Shure has more than 17 years of business and legal experience. Prior to joining the Company, he was a Vice President & Corporate Counsel at Kate Spade & Company and a Vice President & Deputy General Counsel at Tapestry, Inc. following its acquisition of Kate Spade. Mr. Shure began his legal career as a mergers & acquisitions associate at Paul, Weiss, Rifkind, Wharton & Garrison LLP and O’Melveny & Myers LLP. Mr. Shure earned his BS in Business Administration from the University of North Carolina and his JD from Cornell Law School.

Topic	Page
Summary	24
Elements of Compensation Program	27
Compensation Process and Policies	31
Human Capital & Compensation Committee Report	34