Carter's Inc. Announces Director Changes and Compensatory Arrangements
Ticker: CRI · Form: 8-K · Filed: Aug 18, 2025 · CIK: 1060822
Sentiment: neutral
Topics: board-changes, executive-compensation, governance
Related Tickers: CRI
TL;DR
Casey out, Burke & Hufnagel in as directors at Carter's; exec comp details filed.
AI Summary
On August 14, 2025, Carter's Inc. filed an 8-K report detailing the departure of Michael D. Casey as a director, effective August 12, 2025. The filing also announced the election of two new directors, William J. Burke and Christopher J. Hufnagel, to the Board of Directors, effective August 14, 2025. Additionally, the company reported on compensatory arrangements for certain officers.
Why It Matters
Changes in board composition can signal shifts in company strategy or governance, while updates on executive compensation are closely watched by investors for insights into management incentives.
Risk Assessment
Risk Level: low — The filing primarily concerns routine board changes and compensatory arrangements, which are standard disclosures and do not indicate immediate operational or financial distress.
Key Players & Entities
- Carter's, Inc. (company) — Registrant
- Michael D. Casey (person) — Departing Director
- William J. Burke (person) — Newly Elected Director
- Christopher J. Hufnagel (person) — Newly Elected Director
- August 14, 2025 (date) — Date of Report
- August 12, 2025 (date) — Effective Date of Director Departure
FAQ
Who has departed from Carter's Inc.'s Board of Directors?
Michael D. Casey has departed from Carter's Inc.'s Board of Directors, with his departure effective August 12, 2025.
Who are the new directors elected to Carter's Inc.'s Board?
William J. Burke and Christopher J. Hufnagel have been elected as new directors to Carter's Inc.'s Board of Directors, effective August 14, 2025.
What is the effective date of the new directors' election?
The election of William J. Burke and Christopher J. Hufnagel to the Board of Directors is effective August 14, 2025.
What other information is included in this 8-K filing?
This 8-K filing also includes information regarding compensatory arrangements of certain officers.
What is the principal executive office address for Carter's Inc.?
The principal executive offices of Carter's Inc. are located at Phipps Tower, 3438 Peachtree Road NE, Suite 1800, Atlanta, Georgia 30326.
Filing Stats: 1,858 words · 7 min read · ~6 pages · Grade level 15.3 · Accepted 2025-08-18 16:27:56
Key Financial Figures
- $0.01 — ich registered Common stock, par value $0.01 per share CRI New York Stock Exchange
Filing Documents
- cri-20250814.htm (8-K) — 51KB
- 0001060822-25-000149.txt ( ) — 178KB
- cri-20250814.xsd (EX-101.SCH) — 2KB
- cri-20250814_lab.xml (EX-101.LAB) — 23KB
- cri-20250814_pre.xml (EX-101.PRE) — 13KB
- cri-20250814_htm.xml (XML) — 3KB
02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Departure of Executive Officer In connection with an organizational restructuring, Carter's, Inc. (the " Company ") is announcing the departure of Kendra D. Krugman, Chief Product Officer. The Company made this organizational change on August 18, 2025, as part of the Company's transition in our operating model, to enhance agile decision making and strengthen competitiveness. On an interim basis, Douglas C. Palladini, the Company's Chief Executive Officer & President, will provide oversight for the product team. Ms. Krugman's separation, effective October 21, 2025, will be treated as an involuntary termination without cause consistent with her existing severance agreement with the Company, a form of which was filed with the U.S. Securities and Exchange Commission (the " SEC ") as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed on October 29, 2015. Ms. Krugman is expected to enter into a separation agreement with the Company, confirming her severance benefits and post-termination obligations under her existing severance agreement as well as a customary release of claims. The severance benefits she is entitled to are consistent with a termination without cause, as further described under the heading "Compensation Discussion and Analysis – Severance Agreements with NEOs" in the Company's definitive proxy statement on Schedule 14A filed with the SEC on April 4, 2025, except that her 2025 annual incentive plan payout (if any) will be pro-rated through August 22, 2025. Termination of Deferred Compensation Plan On August 14, 2025, the Board of Directors (the " Board ") of the Company, upon the recommendation of the Compensation & Human Capital Committee of the Board, irrevocably terminated The William Carter Company Deferred Compensation Plan (the " Plan "), effective as of September 30,
Forward Looking Statements
Forward Looking Statements
01. Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits. Exhibit Number Description 104 The cover page from this Current Report on Form 8-K, formatted as Inline XBRL Signature Pursuant to the requirements of the Securities Exchange Act of 1934, Carter's, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. August 18, 2025 CARTER'S, INC. By: /s/ Antonio D. Robinson Name: Antonio D. Robinson Title: Chief Legal & Compliance Officer and Secretary