Form 4: Carters CSO Awarded 18,600 Restricted Shares

Carters' Chief Strategy Officer, Emily DeHaven Evert Scanlon, was granted 18,600 restricted shares, comprising both time-based and performance-based awards.

Summary

• Emily DeHaven Evert Scanlon, Chief Strategy Officer of Carters Inc. (CRI), was granted a total of 18,600 restricted shares of common stock on March 2, 2026.
• This grant includes 7,440 time-based restricted shares, which will vest in four equal annual installments starting one year from the grant date.
• An additional 11,160 performance-based restricted shares were granted, which will cliff vest three years from the grant date upon the achievement of specific targets.
• Following these transactions, Scanlon beneficially owns a total of 97,468 restricted shares.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive development, reflecting standard executive incentive alignment and retention strategies, which are generally favorable for long-term company stability and performance.

Positives

• The grant of 18,600 restricted shares aligns the Chief Strategy Officer's interests with long-term shareholder value.
• The inclusion of performance-based vesting for 11,160 shares incentivizes the achievement of strategic company targets.
• Time-based vesting for 7,440 shares promotes executive retention over a four-year period.

Risks

• The performance-based restricted shares (11,160 shares) are contingent on achieving certain targets, meaning the full award may not be realized if targets are not met.
• The value of the restricted shares upon vesting is subject to the future market price of Carters Inc. common stock.

Future Outlook

The Chief Strategy Officer's compensation structure includes future vesting events: 7,440 time-based restricted shares will vest in four equal annual installments starting March 2, 2027, and 11,160 performance-based restricted shares will cliff vest on March 2, 2029, contingent on achieving specific performance targets.

Industry Context

StockSavvy.ai notes that equity grants, particularly those combining time-based and performance-based vesting, are a standard practice in executive compensation across the retail and apparel industry. This structure aims to align executive incentives with both long-term retention and strategic performance, a common approach seen in companies like Gap Inc. or Children's Place.

Comparison to Industry Standards

• The use of restricted stock units (RSUs) with both time-based and performance-based vesting is a common compensation strategy for senior executives in the retail sector, comparable to practices at companies such as PVH Corp. or Hanesbrands Inc.
• The vesting schedule, with time-based awards vesting over four years and performance-based awards cliff vesting after three years, is consistent with typical long-term incentive plans designed to retain key talent and drive strategic objectives.

Stakeholder Impact

• Shareholders: Potential positive impact through improved executive alignment with long-term company performance and retention of key talent.
• Employees: No direct impact on general employees, but reflects the company's executive compensation philosophy.

Next Steps

• Vesting of 7,440 time-based restricted shares in four equal annual installments, beginning March 2, 2027.
• Cliff vesting of 11,160 performance-based restricted shares on March 2, 2029, subject to target achievement.

Key Dates

Recommendation

This Form 4 filing reports a routine executive equity grant, which is a standard component of compensation designed to align management interests with shareholders. While positive for executive retention and incentivization, it does not present new information that would fundamentally alter the investment thesis for Carters Inc. A 'hold' recommendation is appropriate as this filing alone does not provide a catalyst for a significant change in stock valuation, but rather reinforces existing corporate governance practices.

Keywords

Carters Inc, CRI, Form 4, Restricted Stock, Performance Shares, Time-Based Vesting, Executive Compensation, Insider Transaction, Chief Strategy Officer, Equity Grant