Form 4: Carters CBO David Tichiaz Jr. Awarded Equity

Carters CBO David Tichiaz Jr. awarded 37,200 restricted shares.

Summary

• David B. Tichiaz Jr., Chief Brand Officer of Carters Inc. (CRI), was granted 37,200 shares of common stock on March 2, 2026.
• The award consists of two components: 26,040 restricted shares and 11,160 performance-based restricted shares.
• The 26,040 restricted shares will vest in four equal annual installments, beginning one year from the grant date.
• The 11,160 performance-based restricted shares will cliff vest three years from the grant date, contingent upon the achievement of specific performance targets.
• The transaction price for these shares was $0, as they represent an equity award.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive development, as it signifies continued executive alignment with shareholder interests through equity compensation, which is a standard and healthy practice for public companies.

Positives

• The equity award aligns the Chief Brand Officer's interests with those of shareholders, incentivizing long-term company performance.
• The combination of time-based and performance-based vesting encourages both retention and the achievement of strategic goals.

Negatives

• The shares are restricted and do not provide immediate liquidity or full ownership to the executive until vesting conditions are met.
• The performance-based shares are contingent on targets, meaning the full award is not guaranteed.

Risks

• The value of the restricted shares is subject to the future market price of Carters Inc. common stock.
• The performance-based restricted shares carry the risk that specified targets may not be met, potentially resulting in forfeiture of those shares.
• Time-based vesting conditions mean the executive must remain employed with the company for the specified periods to receive the shares.

Future Outlook

The equity awards are designed to incentivize the Chief Brand Officer's long-term commitment and performance, with vesting schedules extending over several years, contingent on continued employment and, for a portion, the achievement of specific company targets.

Industry Context

StockSavvy.ai notes that equity awards, particularly those combining time-based and performance-based vesting, are a standard component of executive compensation packages across the retail industry. This practice aims to align the interests of key executives with long-term shareholder value creation and is common among peers.

Comparison to Industry Standards

• Equity awards with multi-year vesting schedules are a common practice in executive compensation, similar to programs at companies like Gap Inc. or Children's Place, which use such structures to retain talent and incentivize sustained performance.
• The inclusion of performance-based vesting for a portion of the award is consistent with best practices in corporate governance, linking executive pay directly to the achievement of strategic business objectives, a trend seen across major consumer brands.

Related Party Transactions

• The equity award of 37,200 common shares to David B. Tichiaz Jr., Chief Brand Officer, constitutes a related party transaction as it involves compensation to an executive officer.

Stakeholder Impact

• Shareholders: The equity award aligns the executive's financial incentives with the company's long-term performance, potentially benefiting shareholder value.
• Employees (Executive): David B. Tichiaz Jr. receives a significant equity award, enhancing his compensation and providing a long-term incentive to contribute to the company's success.

Next Steps

• The 26,040 restricted shares will begin vesting in four equal annual installments starting one year from the grant date (March 2, 2027).
• The 11,160 performance-based restricted shares will cliff vest three years from the grant date (March 2, 2029), subject to performance target achievement.

Key Dates

Keywords

Carters Inc, CRI, SEC Form 4, Insider Transaction, Equity Award, Restricted Stock, Executive Compensation, Chief Brand Officer, Vesting