Use these links to rapidly review the document
Table of Contents

Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

Filed by the Registrant ý

Filed by a Party other than the Registrant o

Check the appropriate box:

o

 

Preliminary Proxy Statement

o

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

ý

 

Definitive Proxy Statement

o

 

Definitive Additional Materials

o

 

Soliciting Material under §240.14a-12

 

Wolverine World Wide, Inc.

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

ý

 

No fee required.

o

 

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
    (1)   Title of each class of securities to which transaction applies:
        
 
    (2)   Aggregate number of securities to which transaction applies:
        
 
    (3)   Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
        
 
    (4)   Proposed maximum aggregate value of transaction:
        
 
    (5)   Total fee paid:
        
 

o

 

Fee paid previously with preliminary materials.

o

 

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

 

(1)

 

Amount Previously Paid:
        
 
    (2)   Form, Schedule or Registration Statement No.:
        
 
    (3)   Filing Party:
        
 
    (4)   Date Filed:
        
 

Table of Contents

GRAPHIC


Table of Contents

GRAPHIC

LETTER TO SHAREHOLDERS

Wolverine World Wide, Inc.
9341 Courtland Drive, N.E.
Rockford, Michigan 49351

March 27, 2018

Dear Fellow Shareholders,

Thank you for your investment in Wolverine Worldwide. We made significant progress on our strategic and financial objectives in 2017, including:

These achievements helped reward the Company's shareholders, as the Company achieved over 45% total shareholder return for the year, resulting in performance at the 88th percentile of our peer group. We expect continued progress in 2018 as the Company seeks to execute its GLOBAL GROWTH AGENDA, and to shift its focus to long-term organic growth.

In addition to overseeing the Company's execution of our transformation and formulation of our blueprint for growth under the GLOBAL GROWTH AGENDA in 2017, the Board focused on other matters critical to the Company's long-term success, including Board and management succession planning, cybersecurity protection and brand stewardship, which we describe in greater detail in this proxy statement. We are proud of all we accomplished in 2017 and the Board will continue to lead the Company with a view to continued success in 2018 and beyond. We hope to receive your support at this year's annual meeting on May 3, 2018, and encourage you to vote either online, by phone, or by mail.

Sincerely,

GRAPHIC

Blake W. Krueger
Chairman, Chief Executive Officer and President

2018 PROXY STATEMENT

 

GRAPHIC

 

1

Table of Contents

LOGO

NOTICE OF 2018 ANNUAL MEETING OF SHAREHOLDERS

10:00 a.m., May 3, 2018

Wolverine World Wide, Inc.
500 Totten Pond Road
Waltham, Massachusetts 02451

March 27, 2018

To Our Shareholders:

We invite you to attend Wolverine Worldwide's Annual Meeting of Shareholders at the Company's offices located at 500 Totten Pond Road, Waltham, Massachusetts 02451, on May 3, 2018, at 10:00 a.m. EDT. At the annual meeting, the shareholders will vote on the following items:

Shareholders of record as of March 12, 2018 can vote at the meeting and any adjournment of the meeting.

This Notice of 2018 Annual Meeting of Shareholders, Proxy Statement, proxy or voting instruction card and Annual Report for our fiscal year ended December 30, 2017 are being mailed or made available to shareholders starting on or about March 27, 2018.

Whether or not you plan to attend, you can ensure that your shares are represented at the meeting by promptly voting and submitting your proxy by telephone or through the internet, or by completing, signing, dating and returning your proxy card in the enclosed envelope.

By Order of the Board of Directors

GRAPHIC

David A. Latchana
Associate General Counsel and Assistant Secretary

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on May 3, 2018.

Wolverine's Proxy Statement for the 2018 Annual Meeting of Shareholders and the Annual Report to Shareholders for the fiscal year ended December 30, 2017, are available at: www.wolverineworldwide.com/2018annualmeeting.

2018 PROXY STATEMENT

 

GRAPHIC

 

2


Table of Contents

Table of Contents

Letter to Shareholders

  1

Notice of 2018 Annual Meeting of Shareholders

  2

Proxy Statement Summary

  5

Our Brand Portfolio

  5

Strategic Focus

  5

Election of Directors for Terms Expiring in 2021

  6

Board Highlights

  6

Board is Composed of Directors with the Right Mix of Skills and Experiences

  7

Shareholder Engagement

  7

Corporate Governance Highlights

  7

Compensation Best Practices

  8

Corporate Governance

  10

Board of Directors

  10

Board Composition

  10

Director Nominations

  11

Board Self-Assessment

  11

Risk Oversight

  12

Code of Business Conduct and Accounting and Finance Code of Ethics

  12

Shareholder Communications Policy

  13

Proposal 1  – Election of Directors for Terms Expiring
in 2021

  14

Director Nominees with Proposed Terms Expiring in 2021

  15

Directors with Terms Expiring in 2019

  18

Directors with Terms Expiring in 2020

  22

Board Leadership

  26

Director Independence

  26

Board Committees, Meetings and Meeting Attendance

  27

Non-Employee Director Compensation in Fiscal Year 2017

  29

Non-Employee Director Stock Ownership Guidelines

  31

Securities Ownership of Officers and Directors and Certain Beneficial Owners

  32

Five Percent Shareholders

  32

Stock Ownership by Management and Others

  33

Compensation Discussion and Analysis

  34

Summary

  34

Compensation Philosophy and Objectives

  34

Compensation Decisions in Context: Key 2017 Accomplishments and Financial Highlights; 2018 Focus

  34

CEO Annual Bonus/TSR Analysis

  35

2017 Compensation Program Overview

  36

Pay at Risk

  36

Long-Term Incentive Program Mix

  37

Compensation Best Practices

  38

Compensation Discussion and Analysis

  39

2017 Compensation Program Overview

  39

Setting Targets

  39

Base Salary

  39

Annual Bonus

  40

Performance Bonus

  40

Individual Performance Bonus

  42

Adjusted Operating Margin Modifier

  43

2018 Annual Bonus Plan Update

  44

Long-Term Incentive Compensation

  44

2015-2017 Performance Shares

  44

2017 Performance Share Awards

  45

Restricted Stock Unit Awards

  46

Benefits

  46

Retirement, Deferred Compensation and Welfare Plans

  46

Perquisites

  46

Post-Employment Compensation

  46

Compensation Setting Process

  47

Setting Targets

  47

Competitive Philosophy and Competitive Market Data

  47

Peer Group

  48

New Peer Group

  48

CEO Role

  48

Compensation Consultant Role

  48

Other Compensation Policies and Practices

  49

NEO Stock Ownership Guidelines

  49

Stock Hedging and Pledging Policies

  49

Clawback Policy

  49

Impact of Accounting and Tax Treatments on Compensation

  49

Compensation Committee Report

  50

Summary Compensation Table

  51

Grants of Plan-Based Awards in Fiscal Year 2017

  53

Outstanding Equity Awards at 2017 Fiscal Year-End

  55

Option Exercises and Stock Vested in Fiscal Year 2017

  59

Pension Plans and 2017 Pension Benefits

  60

Qualified Pension Plans

  60

Supplemental Executive Retirement Plan

  60

Pension Benefits in Fiscal Year 2017

  61

Nonqualified Deferred Compensation

  62

Nonqualified Deferred Compensation

  62

Potential Payments Upon Termination or Change in Control

  63

Benefits Triggered by Termination for Cause or Voluntary Termination

  63

Benefits Triggered by Termination Other Than for Cause or for Good Reason

  63

Benefits Triggered Upon a Change in Control

  63

Benefits Triggered by Retirement, Death or Permanent Disability

  65

    

   

2018 PROXY STATEMENT

 

GRAPHIC

 

3


Table of Contents

Description of Restrictive Covenants that Apply During and After Termination of Employment

  66

Estimated Payments on Termination or Change in Control

  66

CEO Pay Ratio

  68

Proposal 2 – Advisory Resolution to Approve Executive Compensation

  69

Proposal 3 – Ratification of Appointment of Independent Registered Public Accounting Firm

  70

Audit Committee Report

  71

Independent Registered Public
Accounting Firm

  73

Proposal 4 – Approval of Amended and Restated Stock Incentive Plan of 2016

  74

Overview

  74

Key Changes in the Plan

  74

Why You Should Vote For the Plan

  74

Promotion of Good Corporate Governance Practices

  75

Key Data

  75

Section 162(m) of the Code

  76

Plan Summary

  76

Administration

  76

Eligibility

  77

Shares Subject to the Plan and to Awards

  77

Stock Options

  78

Stock Appreciation Rights

  78

Restricted Stock and Restricted Stock Units

  78

Stock Awards

  79

Incentive Bonuses

  79

Deferral of Gains

  79

Qualifying Performance Criteria

  79

Suspension or Termination of Awards

  80

Settlement of Awards

  80

No Repricing Without Shareholder Approval

  80

Amendment and Termination

  81

Change in Control

  81

Adjustments

  82

Transferability

  82

No Right to Company Employment

  82

Effective Date and Termination of the Plan

  82

Federal Income Tax Treatment

  82

Stock Options

  83

Stock Appreciation Rights

  83

Restricted Stock and Restricted Stock Units

  83

Stock Awards

  84

Incentive Bonuses

  84

Certain Change in Control Payments

  84

Company Deduction and Section 162(m) of the Code

  84

New Plan Benefits

  84

Equity Compensation Plan Information

  85

Vote Required and Board Recommendation

  86

Related Party Matters

  87

Certain Relationships and Related Transactions

  87

Related Person Transactions Policy

  87

Additional Information

  88

Shareholders List

  88

Director and Officer Indemnification

  88

Section 16(A) Beneficial Ownership Reporting Compliance

  88

Shareholder Proposals for Inclusion in Next Year's Proxy Statement

  88

Other Shareholder Proposals for Presentation at Next Year's Annual Meeting

  88

Voting Securities

  88

Conduct of Business

  89

Vote Required for Election and Approval

  89

Voting Results of the Annual Meeting

  89

Attending the Annual Meeting

  89

Manner for Voting Proxies

  90

Revocation of Proxies

  90

Solicitation of Proxies

  90

Delivery of Documents to Shareholders Sharing an Address

  90

Access to Proxy Statement and Annual Report

  90

Wolverine World Wide, Inc. Stock Incentive Plan of 2016 (As Amended and Restated as of February 7, 2018)

  A-1

Appendix B – Forward-Looking Statements and Non-GAAP Reconciliation Tables

  B-1

2018 PROXY STATEMENT

 

GRAPHIC

 

4


Table of Contents


Proxy Statement Summary

This summary highlights key information that can be found in greater detail elsewhere in this Proxy Statement. This summary does not contain all of the information that shareholders should consider, and shareholders should read the entire Proxy Statement before voting.

Our Brand Portfolio

Wolverine Worldwide has a portfolio of brands organized into four key operating groups in fiscal 2017 as illustrated below:

GRAPHIC

Strategic Focus

In 2017, the Company successfully executed against the WOLVERINE WAY FORWARD, an enterprise-wide initiative to transform the Company in light of the fast changing retail environment, making progress in all four areas of key focus, or "sprint lanes:" Innovation & Growth; Operational Excellence; Portfolio Management; and People and Teams. Key executions included:

    portfolio management — divesture of the Bates Department of Defense business and the Sebago brand and the licensing of the Stride Rite brand

    improving speed to market with a faster, more efficient sourcing structure

    progressing toward the Company's 12% adjusted operating margin goal ahead of schedule

    transforming our consumer footprint by closing 215 stores and intensifying focus on eCommerce investment and growth

    building a team with a consumer-focused skillset

With much of this heavy lifting behind, the Company is now focusing on organic growth with its new GLOBAL GROWTH AGENDA, which is comprised of three key elements:

           
  Powerful Product Creation Engine
  Digital-Direct Offense
  International Expansion
           
   

Relentless and frequent introduction of craveable product

Capitalization on new creative design capabilities, stronger consumer insights, and a faster supply chain

     

Seamless consumer interaction through more effective digital engagement

Drive owned eCommerce growth beyond 20%

Improve online businesses of our retail customers and enhance brand positioning

     

Invest in regional resources and systems to accelerate international growth

Key focus on growth in China and the Asia Pacific region

   

2018 PROXY STATEMENT

 

GRAPHIC

 

5

Table of Contents

Shareholders are being asked to vote on the following matters at the 2018 Annual Meeting of Shareholders:

                     
    PROPOSAL

BOARD VOTE
RECOMMENDATION


PAGE
REFERENCE


         
    1.   Election of Directors for Terms Expiring in 2021   FOR each Nominee   14  
         
    2.   Advisory Resolution Approving NEO Compensation   FOR   69  
         
    3   Ratification of Ernst & Young LLP as Auditor for Fiscal Year 2018   FOR   70  
         
    4.   Approval of the Stock Incentive Plan of 2016 (as amended and restated)   FOR   86  
         

ELECTION OF DIRECTORS FOR TERMS EXPIRING IN 2021

The Company's Board consists of 11 directors. The Company's By-Laws establish three classes of directors, with each class being as nearly equal in number as possible and serving three-year terms.

The Board has nominated three directors for election at the Annual Meeting, as outlined in the table below. Each director has been nominated to serve for a three-year term expiring at the annual meeting of shareholders to be held in 2021. The Board recommends that shareholders vote "FOR" each of the nominees named below.

                                 
      Age

Director Since

Independent

Other Public Directorships

Committees

Proposed Term
Expiration


               
    Roxane Divol
Former Executive Vice President and General Manger, Website Security for Symantec Corporation

 
45   2014     None   Audit
Governance

 
2021  
               
    Joseph R. Gromek
Retired President, Chief Executive Officer and Director of The Warnaco Group, Inc.

 
71   2008     Guess?, Inc.
The Children's Place Retail Stores, Inc.

 
Compensation (Chair)
Governance

 
2021  
               
    Brenda J. Lauderback
Retired President of Wholesale and Retail Group of Nine West Group, Inc.

 
67   2003     Denny's Corporation (Board Chair)
Sleep Number Corporation

 
Audit
Governance

 
2021  
               

Board Highlights

The following pie charts illustrate key characteristics of the Company's Board:

GRAPHIC

2018 PROXY STATEMENT

 

GRAPHIC

 

6


Table of Contents

Board is Composed of Directors with the Right Mix of Skills and Experiences

The following chart lists the important experiences and attributes that the Company's Directors possess:

GRAPHIC

Shareholder Engagement

Our Board takes shareholder feedback very seriously, as evidenced by the meaningful changes made to our compensation and governance programs over the last several years. Most notable were the significant changes made to our executive compensation program in advance of our annual meeting last year. Shareholder response to these changes was overwhelmingly positive, which translated to 98% support for our say on pay proposal. As part of its ongoing shareholder engagement efforts, the Company reached out again in 2018 to shareholders representing 60% of its outstanding shares and has held or expects to hold telephonic meetings with all shareholders who accepted (representing about 13% of outstanding shares). Discussions focused on Company strategy, financial performance, governance and compensation programs.

Corporate Governance Highlights

Wolverine Worldwide is committed to a governance structure that provides strong shareholder rights and meaningful accountability.

 

Highly independent Board (All Non-Management Directors) and Committees

Lead Independent Director with clearly defined role

Majority voting with director resignation policy

No supermajority vote requirements

Shareholder right to act by written consent

 

Annual Board and Committee self-evaluations

Robust Board and executive succession planning, including annual written director nominee evaluations

Long-standing commitment toward diversity

Director onboarding orientation program

Active shareholder engagement practices

2018 PROXY STATEMENT

 

GRAPHIC

 

7

Table of Contents

Compensation Best Practices

What we do   What we do not do

Vast majority of pay is at risk or variable, i.e., performance based or equity based or both

Stringent share ownership requirements (6x base salary for CEO)

Broad based clawback policy

Significant vesting horizon for equity grants

Double trigger equity acceleration (for grants in 2017 and beyond) after change in control

Independent Compensation Committee Consultant

 

No dividends or dividend equivalents on unearned performance shares/units

No repricing or replacing of underwater stock options

No overlapping metrics

No excessive or unnecessary perquisites

No hedging, pledging, or short sales of Company stock

The below graphics illustrate how the increased percentage of NEO target compensation that is at risk increased in 2017 as well as a comparison of CEO annual bonus compared to target opportunity and Company TSR, reflecting the Company's pay for performance philosophy.

CEO 2016 vs. 2017 Target Total Compensation

GRAPHIC

Other NEO 2016 vs. 2017 Target Total Compensation

GRAPHIC

2018 PROXY STATEMENT

 

GRAPHIC

 

8


Table of Contents

 

GRAPHIC

2018 PROXY STATEMENT

 

GRAPHIC

 

9


Table of Contents

Corporate Governance

Wolverine Worldwide is committed to the highest level of corporate governance, and the Board has adopted its Corporate Governance Guidelines to strengthen management accountability and promote long-term shareholder interests. These governance practices include:

 

Highly independent Board (All Non-Management Directors) and Committees

Lead Independent Director with clearly defined role

Majority voting with director resignation policy

No supermajority vote requirements

Shareholder right to act by written consent

 

Annual Board and Committee self-evaluations

Robust Board and executive succession planning, including annual written director nominee evaluations

Long-standing commitment toward diversity

Director onboarding orientation program

Active shareholder engagement practices

BOARD OF DIRECTORS

The shareholders elect directors to serve on the Company's Board of Directors (the "Board of Directors" or "Board"). The Board oversees the management of the business by the Chief Executive Officer ("CEO") and senior management. In addition to its general oversight function, the Board's additional responsibilities include, but are not limited to, the following:

Board Composition

Board Highlights

The Board prides itself on its ability to recruit and retain directors who have high personal and professional integrity and have demonstrated exceptional ability and judgment to effectively serve shareholders' long-term interests. These skills and attributes also link with the Company's most important strategic objectives, such as eCommerce and digital growth, brand building, operational excellence and supply chain management, and international growth. The Board also values diversity, as evidenced by the current makeup of the Board. The Board believes that its directors, including the nominees for election as directors at the Annual Meeting, have these characteristics and valuable skills that provide the Company with the variety and depth of knowledge, judgment and strategic vision necessary to provide effective oversight of the Company.

To help accomplish this, and to assist in succession planning, the Board, at the recommendation of the Governance Committee, has identified specified skills and attributes it desires its members to possess. The below graphic lists these skills and attributes and indicates which of the directors possess each. As shown, these skills and attributes are well represented within the Board.

2018 PROXY STATEMENT

 

GRAPHIC

 

10


Table of Contents

GRAPHIC

The Governance Committee reviews with the Board on an annual basis the appropriate skills and characteristics desired of Board members in the context of the current makeup of the Board. The Board, with the assistance of the Governance Committee, annually assesses the current composition of the Board across many dimensions. As set forth in the Company's Corporate Governance Guidelines, which are posted on its website, this assessment addresses the above referred skills and attributes and the individual performance, experience, age and skills of each director.

Director Nominations

The Board's Governance Committee serves as its nominating committee. The Governance Committee, in anticipation of upcoming director elections and other potential or expected Board vacancies, evaluates qualified individuals and recommends candidates to the Board. The Governance Committee may retain a search firm or other external parties to assist it in identifying candidates, and the Governance Committee has the sole authority to approve the search firm's fees and retention terms, and to terminate the firm if necessary.

The Governance Committee considers candidates suggested by directors, senior management or shareholders. Shareholders may recommend individuals as potential director candidates by communicating with the Governance Committee through one of the Board communication mechanisms described under the heading "Shareholder Communications Policy." Shareholders that wish to nominate a director candidate must comply with the procedures set forth in the Company's By-Laws, which are posted on its website. Ultimately, upon the recommendation of the Governance Committee, the Board selects the director nominees for election at each annual meeting. In selecting director nominees, the Board considers candidates' performance as a director (which is assessed through an anonymous written peer evaluation), personal and professional integrity, ability and judgment, and likelihood to be effective, in conjunction with the other nominees and directors, in serving the long-term interests of the shareholders. The Governance Committee also considers candidates' relative skills, attributes, background and characteristics; independence under applicable New York Stock Exchange ("NYSE") listing standards and the Company's Director Independence Standards; potential to contribute to the composition and culture of the Board; and ability and willingness to actively participate in the Board and committee meetings and to otherwise devote sufficient time to Board duties.

BOARD SELF-ASSESSMENT

As part of an annual self-assessment, each director evaluates the performance of the Board, and any committee on which he or she serves, across a number of dimensions. Mr. Kollat, as the Lead Independent Director working with the Governance Committee, reviews the Board self-assessment with directors following the end of each fiscal year, and conducts individual director interviews at the end of each year. Committee Chairpersons review the committee self-assessments with their respective committee members and discuss them with the Board. In addition, the Governance Committee, working with the Lead Independent Director, develops and implements guidelines for evaluating all directors standing for nomination and re-election.

2018 PROXY STATEMENT

 

GRAPHIC

 

11


Table of Contents

The Corporate Governance Guidelines (including the Director Independence Standards), the Charter for each Board standing committee (Audit, Compensation and Governance), the Company's Certificate of Incorporation, By-Laws, Code of Business Conduct, and its Accounting and Finance Code of Ethics all are available on the Wolverine Worldwide website at: www.wolverineworldwide.com/investor-relations/corporate-governance/

The Board and applicable committees annually review these and other key governance documents.

RISK OVERSIGHT

The Board oversees the Company's risk management and mitigation activities with a focus on the most significant risks facing the Company, including strategic, operational, financial, and legal compliance risks. This oversight is conducted through presentations by and discussions with the CEO, Chief Financial Officer ("CFO"), General Counsel or Associate General Counsel, Chief Information Officer, brand and department leaders and other members of management. The Vice President of Internal Audit and Risk Compliance coordinates management's day-to-day risk management and mitigation efforts, and reports directly to the Audit Committee.

The Vice President of Internal Audit and Risk Compliance reviews with the Audit Committee regularly, and with the full Board periodically, management's risk assessment and mitigation strategies. In addition to the above processes, the Board has delegated risk management and mitigation oversight responsibilities to its standing committees, which meet regularly to review and discuss specific risk topics that align with their core responsibilities.

The Company reviewed its compensation policies and practices to assess whether they are reasonably likely to have a material adverse effect on the Company. As part of this review, the Company compiled information about the Company's incentive plans, including reviewing the Company's compensation philosophy, evaluating key incentive plan design features and reviewing historic payout levels and pay mix. With assistance from Company management and its independent compensation consultant, the Compensation Committee reviewed the executive compensation program, and managers from the Company's human resources and legal departments reviewed the non-executive compensation programs.

CODE OF BUSINESS CONDUCT AND ACCOUNTING AND FINANCE CODE OF ETHICS

The Board has adopted a Code of Business Conduct for the Company's directors, officers and employees. The Board also has adopted an Accounting and Finance Code of Ethics ("Accounting and Finance Code") that focuses on the financial reporting process and applies to the Company's CEO, CFO and Corporate Controller.

The Company discloses amendments to or waivers from its Code of Business Conduct affecting directors or executive officers and amendments to or waivers from its Accounting and Finance Code on its website at: www.wolverineworldwide.com/investor-relations/corporate-governance/

2018 PROXY STATEMENT

 

GRAPHIC

 

12


Table of Contents

SHAREHOLDER COMMUNICATIONS POLICY

Shareholders and other interested parties may send correspondence to the Board, the non-employee directors as a group, a specific Board committee or an individual director (including the Lead Director) in the manner described below.

The General Counsel or Associate General Counsel will provide a summary and copies of all correspondence (other than solicitations for services, products or publications) as applicable at each regularly scheduled meeting.

Communications may be sent via email through various links on our website at: www.wolverineworldwide.com/investor-relations/corporate-governance/
or by regular mail c/o General Counsel, Wolverine World Wide, Inc., 9341 Courtland Drive, N.E., Rockford, MI 49351.

The General Counsel or Associate General Counsel will alert individual directors if an item warrants a prompt response from the individual director prior to the next regularly scheduled meeting. Items warranting a prompt response, but not addressed to a specific director, will be routed to the applicable committee Chairperson.

2018 PROXY STATEMENT

 

GRAPHIC

 

13


Table of Contents

Proposal 1  — Election of Directors for Terms Expiring
in 2021

The Company's Board consists of 11 directors. The Company's By-Laws establish three classes of directors, with each class being as nearly equal in number as possible and serving three-year terms. At each annual meeting, the term of one class expires. The Board has nominated three directors for election at the Annual Meeting: Roxane Divol, Joseph R. Gromek, and Brenda J. Lauderback. Each director has been nominated to serve for a three-year term expiring at the annual meeting of shareholders to be held in 2021 or until his/her successor, if any, has been elected and is qualified.

Mr. Gromek and Mses. Divol and Lauderback are independent directors, as determined by the Board under the applicable NYSE listing standards and the Company's Director Independence Standards. Each director nominee currently serves on the Board. The shareholders elected Mr. Gromek and Mses. Divol and Lauderback at the Company's 2015 annual meeting by affirmative vote of at least 98% of shares voted.

The Company is not aware of any nominee who will be unable or unwilling to serve as a director. However, if a nominee is unable to serve or is otherwise unavailable for election, the incumbent directors may or may not select a substitute nominee. If the directors select a substitute nominee, the proxy holder will vote the shares represented by all valid proxies for the substitute nominee (unless other instructions are given).

The biographies of the three nominees and the other directors of the Company are below, along with a discussion of the experience and skills of each director.

2018 PROXY STATEMENT

 

GRAPHIC

 

14


Table of Contents

Director Nominees with Proposed Terms
Expiring in 2021

ROXANE DIVOL
Age:
  45
Director Since:   October 2014

GRAPHIC

 

Select Business Experience:
Former Executive Vice President and
General Manager, Website
Security for Symantec
Corporation

 

Board Committees:
Audit
Governance

 

Other Public Directorships:
None

Career Highlights:
Ms. Divol was Executive Vice President and General Manager, Website Security, for Symantec Corporation, a global leader in information security solutions from February 2017 until January 2018. From 2014 to February 2017, Ms, Divol was Senior Vice President and General Manager, Website Security for Symantec. From 2013 to 2014, Ms. Divol was Senior Vice President of Alliances with Symantec. Ms. Divol joined Symantec from McKinsey & Company, a global management consulting firm, where she was a partner in its San Francisco office and led the West Coast marketing and sales practice, with a focus on marketing return on investment and marketing transformation.

Experience and Skills:
Ms. Divol's experience with Symantec Corporation and McKinsey & Company provides her with expertise in international business, marketing, digital/eCommerce and information technology. In 2017, Ms. Divol was named one of the 50 most powerful women in technology by the National Diversity Council.

2018 PROXY STATEMENT

 

GRAPHIC

 

15


Table of Contents

JOSEPH R. GROMEK
Age:
  71
Director since:   2008

GRAPHIC

 

Select Business Experience:
Retired President, Chief
Executive Officer
and Director of
The Warnaco Group, Inc.

 

Board Committees:
Compensation (Chair)
Governance

 

Other Public Directorships:
Guess?, Inc.
The Children's Place Retail Stores, Inc.

Career Highlights:
From 2003 until his retirement in 2012, Mr. Gromek served as President, Chief Executive Officer and a director of The Warnaco Group, Inc., a publicly traded company. Mr. Gromek also served as Chief Executive Officer of Brooks Brothers,  Inc. from 1995 until 2002. He served as Chairman of the Board of Tumi, Inc. from 2013 until its acquisition by Samsonite International S.A. in 2016. He currently serves as a director of Guess?, Inc., an apparel wholesaler and retailer, and The Children's Place Retail Stores, Inc., a children's clothing retailer. Mr. Gromek is also a director of Stanley M. Proctor Company, a privately held company.

Experience and Skills:
Having served for more than 40 years in the retail and apparel industries, including 30 years managing and marketing apparel brands and a collective 15 years as the chief executive officer of two leading, multi-national apparel companies, Mr. Gromek has expertise in apparel, retail and international business. His service as a senior executive and director at various public companies has given him extensive leadership experience in public company governance and related matters.

2018 PROXY STATEMENT

 

GRAPHIC

 

16


Table of Contents

BRENDA J. LAUDERBACK
Age:
  67
Director since:   2003

GRAPHIC

 

Select Business Experience:
Retired President of the
Wholesale and Retail Group
of Nine West Group, Inc.

 

Board Committees:
Audit
Governance

 

Other Public Directorships:
Denny's Corporation (Board Chair)
Sleep Number Corporation

Career Highlights:
From 1995 until her retirement in 1998, Ms. Lauderback was President of the Wholesale and Retail Group of Nine West Group, Inc., a footwear wholesaler and distributor. She previously was the President of the Wholesale Division of U.S. Shoe Corporation, a footwear manufacturer and distributor, a position that included responsibility for offices in China, Italy and Spain, and she was a Vice President/General Merchandise Manager of Dayton Hudson Corporation (now Target Corporation), a retail company. During the preceding five years, Ms. Lauderback also was, but no longer is, a director of Big Lots, Inc., a retail company.

Experience and Skills:
Ms. Lauderback has more than 25 years of experience in the retail industry, with more than 20 years in the footwear, apparel, and accessories industries. These senior leadership positions have provided her with strong footwear, apparel and retail expertise. With her service on publicly traded company boards, including Denny's Corporation, a restaurant company, and Sleep Number Corporation, a bed manufacturer and retailer, and as a director of Wolverine Worldwide, she also has extensive experience with public company governance and related matters. Ms. Lauderback was named to the National Association of Corporate Directors' (NACD) 2017 Directorship 100 list.

BOARD RECOMMENDATION

The Board recommends that you vote "FOR" the election of the above nominees for proposed terms expiring in 2021.

2018 PROXY STATEMENT

 

GRAPHIC

 

17

Table of Contents

Directors with Terms
Expiring in 2019

JEFFREY M. BOROMISA
Age:
  63
Director since:   2006

GRAPHIC

 

Select Business Experience:
Retired Executive Vice
President of Kellogg
International, President of Latin
America; Senior Vice President of
Kellogg Company

 

Board Committees:
Audit
Compensation

 

Other Public Directorships:
None

Career Highlights:
Mr. Boromisa worked at Kellogg Company, a global food manufacturing company, and its affiliates from 1981 to 2009. From 2008 through his retirement in May 2009, Mr. Boromisa was Executive Vice President of Kellogg International, President of Latin America; and Senior Vice President of Kellogg Company. From 2007 until 2008, Mr. Boromisa served as Executive Vice President of Kellogg International, President of Asia Pacific and Senior Vice President of Kellogg Company. From 2004 through 2006, he was Senior Vice President and Chief Financial Officer of Kellogg Company. In addition, beginning in 2004 and through his retirement, Mr. Boromisa was a member of Kellogg Company's Global Leadership Team. Prior to 2004, Mr. Boromisa occupied various leadership positions with Kellogg. Mr. Boromisa is also a director at Haworth International, Inc., a privately held, multinational, office furniture design and manufacturing company.

Experience and Skills:
With nearly 30 years of experience at Kellogg Company, including serving as its chief financial officer and leading various operational business units, Mr. Boromisa has obtained international business, brand building and finance expertise.

2018 PROXY STATEMENT

 

GRAPHIC

 

18

Table of Contents

GINA R. BOSWELL
Age:
  55
Director since:   2013

GRAPHIC

 

Select Business Experience:
President, Customer Development,
Unilever U.S.A.

 

Board Committees:
Compensation
Governance

 

Other Public Directorships:
ManpowerGroup Inc.

Career Highlights:
Since May 2017, Ms. Boswell has been President, Customer Development for Unilever U.S.A., one of the largest markets for Unilever PLC / Unilever N.V., a multinational consumer goods company whose products include Dove, Vaseline, Lipton, and Hellman's. From July 2015 to May 2017, Ms. Boswell served as Executive Vice President and General Manager for Unilever UK & Ireland. From 2011 to July 2015, Ms. Boswell served as Executive Vice President, Personal Care for Unilever PLC / Unilever N.V. From 2008 to 2011, Ms. Boswell served as President, Global Brands, for The Alberto Culver Company, a consumer goods company. Ms. Boswell has held numerous other senior leadership positions with other leading global companies, including Avon Products, Inc., Ford Motor Company, and Estee Lauder Companies, Inc. Ms. Boswell is a member of the board of ManpowerGroup Inc., a publicly traded workforce solutions company, where she is also the chairperson of the audit committee.

Experience and Skills:
Through senior leadership roles with leading branded companies, Ms. Boswell has obtained expertise in brand building, international business, marketing, digital/eCommerce and finance.

2018 PROXY STATEMENT

 

GRAPHIC

 

19


Table of Contents

DAVID T. KOLLAT
Age:
  79
Director since:   1992

GRAPHIC

 

Select Business Experience:
President and Chairman,
22, Inc.

 

Board Committees:
Independent Lead Director

 

Other Public Directorships:
L Brands, Inc.
Sleep Number Corporation

Career Highlights:
Mr. Kollat has been Chairman and President of 22, Inc., a company specializing in research and management consulting for retailers and consumer goods manufacturers, since 1987. In addition to his marketing and management experience as Chairman and President of 22, Inc., Mr. Kollat served for 11 years in senior leadership positions at L Brands, Inc., a publicly traded, multinational apparel and retail company, including as Executive Vice President, Marketing, President of Victoria's Secret Direct, and as a member of its executive committee. Mr. Kollat is Lead Independent Director of Wolverine Worldwide, a position he has held since 2007. Mr. Kollat has been a director of L Brands, Inc. since 1976 and a director of Sleep Number Corporation, a bed manufacturer and retailer, since 1994.

Experience and Skills:
Mr. Kollat's more than 40 years' experience at L Brands, Inc. and 22, Inc. has provided him with marketing, apparel, international business, brand building, retail and finance expertise. He also has significant experience with company governance and related matters through service on more than twenty boards of directors, including extensive service on public company boards, and service as a lead independent director and chair of nominating, audit and compensation committees.

2018 PROXY STATEMENT

 

GRAPHIC

 

20


Table of Contents

TIMOTHY J. O'DONOVAN
Age:
  72
Director since:   1993

GRAPHIC

 

Select Business Experience:
Retired Chairman and Chief
Executive Officer of
Wolverine World Wide, Inc.

 

Board Committees:
None

 

Other Public Directorships:
SpartanNash Company

Career Highlights:
Mr. O'Donovan served as Chairman of the Board of Wolverine Worldwide from 2007 until 2009. From April 2005 until 2007 he served Wolverine Worldwide as Chief Executive Officer and Chairman. Mr. O'Donovan served Wolverine Worldwide as its Chief Executive Officer and President from April 2000 until April 2005, and as Chief Operating Officer and President from 1996 until April 2000. Prior to 1996, Mr. O'Donovan held various senior leadership positions with the Company, including Executive Vice President of Wolverine Worldwide. Mr. O'Donovan is lead independent director of SpartanNash Company, a grocery distribution and retail company. During the preceding five years, Mr. O'Donovan was, but no longer is, a director of Kaydon Corporation, a publicly traded company that designed and manufactured custom engineered products.

Experience and Skills:
Mr. O'Donovan has obtained footwear and apparel, international business, brand building and finance expertise through his more than 40 years with the Company. His service on public company boards has provided him with public company governance and related experience.

2018 PROXY STATEMENT

 

GRAPHIC

 

21

Table of Contents

Directors with Terms
Expiring in 2020

WILLIAM K. GERBER
Age:
  64
Director since:   2008

GRAPHIC

 

Select Business Experience:
Managing Director of
Cabrillo Point Capital LLC

 

Board Committees:
Audit (Chair)
Compensation

 

Other Public Directorships:
AK Steel Holding Corporation

Career Highlights:
Mr. Gerber is Managing Director of Cabrillo Point Capital LLC, a private investment fund. He has held that position since 2008. From 1998 to 2007, Mr. Gerber was Executive Vice President and Chief Financial Officer of Kelly Services,  Inc., a publicly traded global staffing solutions company with operations in more than 35 countries. Mr. Gerber served in various leadership positions with L Brands, Inc., a multinational apparel and retail company, prior to joining Kelly Services, Inc. Mr. Gerber is a director of AK Steel Holding Corporation, an innovative steel solutions provider. During the preceding five years, Mr. Gerber was, but no longer is, a director of Kaydon Corporation, a publicly traded company that designed and manufactured custom engineered products.

Experience and Skills:
From his 15 years in senior leadership positions with L Brands, Inc. and Kelly Services, Inc., Mr. Gerber has obtained extensive experience in apparel, retail, international business and finance, and his service as a director of various public companies has given him experience with public company governance and related matters.

2018 PROXY STATEMENT

 

GRAPHIC

 

22


Table of Contents

BLAKE W. KRUEGER
Age:
  64
Director since:   2006

GRAPHIC

 

Select Business Experience:
Chairman, Chief Executive
Officer and President of
Wolverine World Wide, Inc.

 

Board Committees:
None

 

Other Public Directorships:
None

Career Highlights:
Mr. Krueger is Chairman of Wolverine Worldwide, a position he assumed in January 2010, and Chief Executive Officer and President of Wolverine Worldwide, positions he assumed in April 2007. From October 2005 until April 2007, Mr. Krueger served as President and Chief Operating Officer of Wolverine Worldwide. From 2004 to October 2005, he served as Executive Vice President and Secretary of Wolverine Worldwide and President of its Heritage Brands Group. From 2003 to 2004, Mr. Krueger served as Executive Vice President and Secretary of Wolverine Worldwide and President of the Company's Caterpillar Footwear Group. He also previously served as Executive Vice President, General Counsel and Secretary of Wolverine Worldwide with various responsibilities including the human resources, retail, business development, accessory licensing, mergers and acquisitions, and legal areas. Mr. Krueger serves as a director of Bissell Homecare, Inc., a privately held company and leading brand of floor care appliances.

Experience and Skills:
Mr. Krueger's more than 20 years in senior leadership roles with the Company have provided him expertise in footwear and apparel, retail, international business and finance, and his board experience at the Company and Professionals Direct,  Inc., a then publicly traded insurance company, has given him extensive experience with public company governance and related matters.

2018 PROXY STATEMENT

 

GRAPHIC

 

23


Table of Contents

NICHOLAS T. LONG
Age:
  59
Director since:   2011

GRAPHIC

 

Select Business Experience:
Retired Chief Executive Officer of
MillerCoors LLC

 

Board Committees:
Compensation
Governance

 

Other Public Directorships:
Amcor Limited

Career Highlights:
From 2011 until his retirement in 2015, Mr. Long served as Chief Executive Officer of MillerCoors LLC, a joint venture between two publicly traded beverage companies. From 2008 to 2011, Mr. Long served as President and Chief Commercial Officer of MillerCoors. From 2007 to 2008, Mr. Long served as Chief Executive Officer of Miller Brewing Company, a beverage company, and he served as Chief Marketing Officer of Miller Brewing Company from 2005 to 2007. Prior to joining Miller Brewing Company, Mr. Long spent 17 years in various senior leadership positions at The Coca Cola Company, a beverage company, including Vice President of Strategic Marketing, Global Brands, Vice President, Strategic Marketing Research and Trends, President of Coca Cola's Great Britain and Ireland Division and President of the Northwest Europe Division.

Experience and Skills:
Through his more than 20 years in senior positions at category leading, branded companies, Mr. Long has developed significant marketing, international business and brand building expertise.

2018 PROXY STATEMENT

 

GRAPHIC

 

24


Table of Contents

MICHAEL A. VOLKEMA
Age:
  62
Director since:   2005

GRAPHIC

 

Select Business Experience:
Chairman of Herman Miller, Inc.

 

Board Committees:
Audit
Governance (Chair)

 

Other Public Directorships:
Herman Miller, Inc.

Career Highlights:
Mr. Volkema has been Chairman of Herman Miller, Inc., a publicly traded multinational furniture manufacturer, since 2000. Mr. Volkema became President and Chief Executive Officer of Herman Miller in 1995 and held those positions until 2003 and 2004, respectively. Mr. Volkema also is a director at Milliken & Company, a privately held, innovation based company serving the textile, chemical, and floor covering markets.

Experience and Skills:
Mr. Volkema has obtained international business and brand building expertise from his more than 20 years in senior leadership positions with Herman Miller, Inc. Mr. Volkema also has public company governance and related experience from his extensive service on public company boards, including 16 years as Chairman of Herman Miller, Inc. and service on compensation and audit committees of boards of publicly traded companies.

2018 PROXY STATEMENT

 

GRAPHIC

 

25


Table of Contents

BOARD LEADERSHIP

The Company's CEO currently also serves as the Chairman of the Board. Since 1993, the Company has had a lead independent director who functions in many ways similar to an independent Chairman. This long established structure provides the Board with independent oversight of the CEO's leadership. On an annual basis, the independent directors consider the appropriate leadership structure, including whether to separate the roles of Chairman and CEO, based upon the Board and Company's then current circumstances. The independent directors believe that the Board's current structure is appropriate at this time, and set the following enumerated responsibilities for the lead independent director:

DIRECTOR INDEPENDENCE

The Board annually assesses the independence of all directors. To qualify as "independent," the Board must affirmatively determine that the director is independent under the Company's Director Independence Standards, which are modeled after the listing standards of the NYSE. Under NYSE listing standards, the Board has determined that 10 of the Company's 11 directors are independent. Only Mr. Krueger, the Company's CEO, is not independent. All of the Board's committees are comprised entirely of independent directors. The independent directors generally meet in executive session at each regularly scheduled meeting.

The Director Independence Standards define an "Independent Director" as a director who the Board determines otherwise has no material relationship with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company), and who:

2018 PROXY STATEMENT

 

GRAPHIC

 

26


Table of Contents

BOARD COMMITTEES, MEETINGS AND MEETING ATTENDANCE

The Board has three standing committees: Audit, Compensation and Governance. Each committee meets periodically throughout the year, and reports its recommendations to the Board. The Company expects directors to attend every meeting of the Board and the committees on which they serve and to attend the annual meeting of shareholders. In 2017, all directors then serving on the Board attended the 2017 Annual Meeting of Shareholders, and all directors attended at least 75% of the meetings of the Board (5 meetings in 2017) and the committees on which they served. All directors are typically invited to and attend all committee meetings.

Each committee annually evaluates its performance to determine its effectiveness. The Board has determined that all committee members are "independent" as defined by NYSE listing standards. Furthermore, each Audit Committee member satisfies the NYSE "financial literacy" requirement. In addition, the Board has determined that Mr. Boromisa and Mr. Gerber are "audit committee financial experts" under Securities and Exchange Commission ("SEC") rules. Each committee's charter, with a complete list of the duties and responsibilities is available on the Company's website at www.wolverineworldwide.com/investor-relations/corporate-governance/.

  AUDIT COMMITTEE
  Committee Members

 

Gerber (Chair)

Boromisa

Divol

Lauderback

Volkema

   
  Number of Meetings in 2017     6
   
  Highlighted Responsibilities    

Appoints, evaluates and oversees the work of the independent auditors and oversees the internal audit function

Oversees the integrity of the Company's financial statements, financial reporting process and internal controls

Oversees the Company's policies and systems regarding risk assessment and management and the Company's compliance with legal and regulatory requirements

    

    

2018 PROXY STATEMENT

 

GRAPHIC

 

27

Table of Contents

 

  COMPENSATION COMMITTEE
  Committee Members

 

Gromek (Chair)

Boromisa

Boswell

Gerber

Long

   
  Number of Meetings in 2017     8
   
  Highlighted Responsibilities    

Assists the Board in fulfilling its responsibilities relating to executive compensation and the Company's compensation and benefit policies and programs

Oversees the overall compensation structure, policies and programs, including whether the compensation structure establishes appropriate incentives for management and employees

Oversees the Company's management of risks relating to management resources, organization structure and succession planning, hiring, development and retention processes, as well as those relating to the Company's compensation structure, policies and programs

    

    

 

  GOVERNANCE COMMITTEE
  Committee Members

 

Volkema (Chair)

Boswell

Divol

Gromek

Lauderback

Long

   
  Number of Meetings in 2017     5
   
  Highlighted Responsibilities    

Assists the Board in fulfilling its responsibilities on matters and issues related to the Company's corporate governance practices

In conjunction with the Board, establishes qualification standards for membership on the Board and its committees and recommends qualified individuals to become Board members or serve for re-election as directors

Develops and recommends to the Board for its approval an annual self-evaluation process for the Board and its committees, and oversees the evaluation process

    

    

2018 PROXY STATEMENT

 

GRAPHIC

 

28

Table of Contents

Non-Employee Director Compensation
in Fiscal Year 2017

The Company's non-employee director compensation philosophy is to pay compensation that is competitive with the compensation paid by companies of similar size, in similar industries and with whom Wolverine Worldwide competes for director candidates. The Governance Committee, with input from management and from the Compensation Committee's independent compensation consultant, reviewed director compensation and compared it to market data, including a comparison to director compensation for the Company's Peer Group, as defined on page 48, and to that of companies in the 2015-2016 National Association of Corporate Director Compensation Report. Based on this review non-employee director compensation for fiscal year 2017 did not change from fiscal year 2016 levels. The following table provides information concerning the compensation of the Company's non-employee directors for fiscal year 2017. Mr. Krueger receives compensation for his services as the Company's CEO and President, but does not receive any additional compensation for his service as a director or chairman.

 

Fees Paid in
Cash




 
Cash Amounts
Voluntarily
Deferred




  Cash Amounts
Deferred
Through Annual
Equity Retainers




 

Fees Earned or
Paid in Cash1




 

Option
Awards2




 


Totals




 

Boromisa

 
$97,000
   
+
 
-
   
+
 
$70,000
 
=
 
$167,000
 
+
 
$50,001
 
=
 
$217,001
   

Boswell

  $90,000     +   -     +   $70,000   =   $160,000   +   $50,001   =   $210,001    

Divol

  $23,250     +   $69,750     +   $70,000   =   $163,000   +   $50,001   =   $213,001    

Gerber

  $117,000     +   -     +   $70,000   =   $187,000   +   $50,001   =   $237,001    

Gromek

  -     +   $109,000     +   $70,000   =   $179,000   +   $50,001   =   $229,001    

Kollat

  $130,000     +   -     +   $92,000   =   $222,000   +   $63,003   =   $285,003    

Lauderback

  $72,750     +   $24,250     +   $70,000   =   $167,000   +   $50,001   =   $217,001    

Long

  $94,000     +   -     +   $70,000   =   $164,000   +   $50,001   =   $214,001    

O'Donovan

  $70,000     +   -     +   $70,000   =   $140,000   +   $50,001   =   $190,001    

Volkema

  -     +   $112,000     +   $70,000   =   $182,000   +   $50,001   =   $232,001    
1
Represents cash payments received or deferred by directors for fiscal year 2017. Directors may defer fees and receive stock units pursuant to the Director Deferred Compensation Plan (as defined below). The table shows the Fees Earned or Paid in Cash separated into Fees Paid in Cash, Cash Amounts Voluntarily Deferred, and Cash Amounts Deferred Through Annual Equity Retainers (required as part of the compensation program for directors) that will be paid out in shares of Wolverine Worldwide common stock.
2
Represents the aggregate grant date fair value of stock options granted to non-employee directors in fiscal year 2017, calculated in accordance with Accounting Standard Codification ("ASC") Topic 718, without regard to estimated forfeitures. The chart below lists the aggregate outstanding option awards held by non-employee directors at the end of fiscal year 2017. For valuation assumptions, see the Stock Based Compensation footnote to Wolverine Worldwide's Consolidated Financial Statements for fiscal year 2017 included in its Form 10-K for this year.

Name


Option Awards Outstanding at
December 30, 2017
(#)



Name


Option Awards Outstanding at
December 30, 2017
(#)



 

Boromisa

 

78,174

 

Kollat

 

90,476

   

Boswell

  44,735  

Lauderback

  68,304    

Divol

  40,002  

Long

  60,642    

Gerber

  67,864  

O'Donovan

  78,174    

Gromek

  71,864  

Volkema

  55,326    

2018 PROXY STATEMENT

 

GRAPHIC

 

29


Table of Contents

The following table shows the non-employee director compensation program for fiscal year 2017:

      Compensation Plan for 2017
 
         
Component
  Cash
Options1
Stock Units2
 

Newly Appointed or Elected Director

 

 

 

$0                              

 

Number of options with a grant date value of $65,000, determined using the Black Scholes method.

 

 

 

 
Annual Director Fee       $70,000                           Number of options with a grant date value of $50,000, determined using the Black Scholes method.   Number of stock units with a grant date value of $70,000, determined by dividing the dollar amount by the closing market price of the Company's common stock on the grant date. Units are credited to the Amended and Restated Outside Directors' Deferred Compensation Plan, described below.    
Audit Committee Annual Fee       $15,000                                    
Audit Committee Chairperson Annual Fee       $20,000                                    
Compensation Committee Annual Fee       $12,000                                    
Compensation Committee Chairperson Annual Fee       $15,000                                    
Governance Committee Annual Fee       $12,000                                    
Governance Committee Chairperson Annual Fee       $15,000                                    
Lead Director Annual Fee       In lieu of the standard Annual Director Fee, the Lead Director was paid a Cash Retainer of $130,000.   In lieu of the standard stock option grant, the Lead Director received a number of stock options with a grant date value of $63,000, calculated in the same manner as the standard grant.   In lieu of the standard stock unit grant, the Lead Director received stock units with a grant date value of $92,000, calculated and credited in the same manner as the standard grant.    
1
For fiscal year 2017, Messrs. Boromisa, Gerber, Gromek, Long, O'Donovan and Volkema and Mses. Boswell, Divol and Lauderback each received 9,091 options (11,455 for Mr. Kollat) granted in May 2017 under the Stock Incentive Plan of 2016. The exercise price of options granted is equal to the closing market price of Wolverine Worldwide's common stock on the date of grant. Stock options granted to non-employee directors are fully vested upon grant.

2
For fiscal year 2017, one grant was made on the first business day of each calendar quarter. For fiscal year 2017, the Company credited each of Messrs. Boromisa, Gerber, Gromek, Long, O'Donovan and Volkema and Mses. Boswell, Divol and Lauderback with an aggregate of 2,739 stock units and credited Mr. Kollat with an aggregate of 3,600 stock units. Stock units granted to our non-employee directors are fully vested on the grant date and are credited under the Amended and Restated Outside Directors' Deferred Compensation Plan (described below).

The Company also:

2018 Updates.    After a review of Wolverine's director compensation program compared to both its peer group and broader industry market surveys (FW Cook 2016 Director Compensation Report and NACD 2016-2017 Compensation Update Report), the Company modified director compensation as follows for 2018. Prior to this update, the Company had not adjusted its director compensation since 2015:

2018 PROXY STATEMENT

 

GRAPHIC

 

30


Table of Contents

Director Deferred Compensation Plan.    The Company's Amended and Restated Outside Directors' Deferred Compensation Plan (the "Director Deferred Compensation Plan") is a supplemental nonqualified deferred compensation plan for non-employee directors. A separate non-employee director deferred compensation plan applies to benefits accrued under that plan before January 1, 2005. The Director Deferred Compensation Plan permits all non-employee directors to voluntarily defer, at their option, 25%, 50%, 75% or 100% of their director fees. The Company establishes a book account for each non-employee director and credits the director's account with the annual equity retainer amount as described above and with a number of stock units equal to the amounts voluntarily deferred, each divided by the closing market price of common stock on the payment/deferral date. The Company also credits director accounts with dividend equivalents on amounts previously deferred in the form of additional stock units. The amounts credited to director accounts are treated as if invested in Wolverine Worldwide common stock. The number of stock units held in director accounts is set forth under the "Stock Ownership By Management and Others" table below.

Upon a director's termination of service, or such later date as a director selects, the Company distributes the stock units in the director's book account in shares of Wolverine Worldwide common stock in either a single, lump sum distribution or annual installment distributions over a period of up to 20 years (10 years under the plan for benefits accrued before January 1, 2005). The Company converts each stock unit to one share of Wolverine Worldwide common stock.

Upon a "change in control," the Company distributes to the director, in a single, lump sum distribution, Wolverine Worldwide common stock in a number of shares equal to the stock units credited to a director's book account. The Deferred Compensation Plan defines "change in control" as any of the following:

NON-EMPLOYEE DIRECTOR STOCK OWNERSHIP GUIDELINES

Each non-employee director must attain (and maintain) a minimum stock ownership level (including owned shares, the in the money value of stock options, and stock units under the Directors' Deferred Compensation Plan) equal to six times the non-employee director annual cash retainer prior to being able to gift or sell any Company stock. During 2017, all non-employee directors were in compliance with these guidelines.

2018 PROXY STATEMENT

 

GRAPHIC

 

31


Table of Contents

Securities Ownership of Officers and Directors and Certain Beneficial Owners

FIVE PERCENT SHAREHOLDERS

The following table sets forth information about those holders known by Wolverine Worldwide to be the beneficial owners of more than five percent of Wolverine Worldwide's outstanding shares of common stock as of March 12, 2018:

Amount and Nature of Beneficial Ownership of Common Stock

Name and Address of Beneficial Owner

  Sole Voting
Power
  Sole
Investment
Power
  Shared Voting
Power
  Shared
Investment
Power
  Total
Beneficial
Ownership
  Percent
of Class4

ArrowMark Colorado
Holdings, LLC1
100 Fillmore St., Suite 325
Denver, CO 80206

  4,787,969   4,787,969   -   -   4,787,969   5.0%

BlackRock, Inc.2
55 East 52nd Street
New York, NY 10055

  11,830,084   12,032,149   -   -   12,032,149   12.6%

The Vanguard Group3 100
Vanguard Boulevard
Malvern, PA 19355

  183,790   8,446,510   12,875   188,840   8,635,350   9.1%
1
Based solely on information set forth in a Schedule 13G/A filed on February 9, 2018.
2
Based solely on information set forth in a Schedule 13G/A filed on January 19, 2018.
3
Based solely on information set forth in a Schedule 13G/A filed on February 9, 2018.
4
Based on 95,248,198 shares outstanding as of March 12, 2018.

2018 PROXY STATEMENT

 

GRAPHIC

 

32


Table of Contents

STOCK OWNERSHIP BY MANAGEMENT AND OTHERS

The following table sets forth the number of shares of common stock beneficially owned as of March 12, 2018, by each of the Company's directors and named executive officers and all of the Company's directors and executive officers as a group:

 

  Amount and Nature of Beneficial Ownership of Common Stock1
 

  Deferred
Stock Units,
Sole Voting
and/or
Investment
Power2,3






Shared Voting or
Investment
Power4



Stock
Options5


Total
Beneficial
Ownership



Percent
of Class6


 
 

Jeffrey M. Boromisa

  67,674   27,972   71,864   167,510   *    
 

Gina R. Boswell

  11,517   -   44,735   56,252   *    
 

Roxane Divol

  17,406   -   40,002   57,408   *    
 

William K. Gerber

  40,257   -   61,994   102,251   *    
 

Joseph R. Gromek

  110,877   -   71,864   182,741   *    
 

David T. Kollat

  304,018   -   84,166   388,184   *    
 

Blake W. Krueger

  1,202,522   39,739   1,186,700   2,428,961   2.52%    
 

Brenda J. Lauderback

  62,235   -   61,994   124,229   *    
 

Nicholas T. Long

  18,776   -   60,642   79,418   *    
 

Timothy J. O'Donovan

  584,565   -   61,994   646,559   *    
 

Todd W. Spaletto

  9,819   -   -   9,819   *    
 

Michael D. Stornant

  156,326   -   161,764   318,090   *    
 

Michael A. Volkema

  63,913   -   55,326   119,239   *    
 

Richard J. Woodworth

  120,186   -   83,689   203,875   *    
 

James D. Zwiers

  125,067   154,025   209,100   488,192   *    
 

All directors and executive officers as a group (17 people)

  3,042,827   221,736   2,410,665   5,675,228   5.81%    
      *
      Represents beneficial ownership of less than 1%.

      1
      The numbers of shares stated are based on information provided by each person listed and include shares personally owned of record and shares that, under applicable regulations, are considered to be otherwise beneficially owned.
      2
      These numbers include restricted shares and performance shares held, which are subject to forfeiture if the terms of the award are not satisfied and also include deferred stock units held by directors under the Directors' Deferred Compensation Plan.
      3
      The table does not include the following time-vested restricted stock units and performance units owned by NEOs as of March 12, 2018:

Restricted
Units


Performance
Units


 

Krueger

109,753 288,381  

Spaletto

26,892 48,957  

Stornant

24,764 41,817  

Woodworth

22,230 37,737  

Zwiers

23,604 40,069  
      4
      These numbers include shares over which the listed person is legally entitled to share voting or investment power by reason of joint ownership, trust or other contract or property right and shares held by spouses, children or other relatives over whom the listed person may have influence by reason of such relationship.
      5
      The numbers represent shares that may be acquired within 60 days after March 12, 2018, by the exercise of stock options granted under Wolverine's various stock option plans. These numbers are also included in the Total Beneficial Ownership column.
      6
      As of March 12, 2018, based on 95,248,198 shares outstanding on that date plus the number of stock options exercisable by the specified person(s) within 60 days of March 12, 2018, as indicated in the "Stock Options" column.

2018 PROXY STATEMENT

 

GRAPHIC

 

33


Table of Contents


Compensation Discussion
and Analysis

SUMMARY

The Company's Compensation Discussion and Analysis ("CD&A") provides an overview and analysis of the executive compensation program for the Company's named executive officers ("NEOs"). For 2017, the Company's NEOs were:

Blake W. Krueger

 

Chairman, Chief Executive Officer and President

Todd W. Spaletto

  President, Wolverine Outdoor & Lifestyle Group

Michael D. Stornant

  Senior Vice President, Chief Financial Officer and Treasurer

Richard J. Woodworth

  President, Wolverine Boston Group

James D. Zwiers

  Executive Vice President

COMPENSATION PHILOSOPHY AND OBJECTIVES

The Company's compensation philosophy is to provide executives with a competitive compensation package that is heavily weighted towards performance-based (performance shares and annual bonus) and variable (restricted stock or restricted stock units and, prior to 2017, stock options) compensation in order to encourage superior business and financial performance over the short and longer term and, by linking compensation with stock price performance, to closely align the interests of the Company's NEOs with those of its shareholders without encouraging excess risk-taking. The Compensation Committee (the "Committee") oversees the Company's executive compensation program.

The executive compensation program has four primary objectives:

    Attract and retain talented NEOs who will lead Wolverine Worldwide and drive superior business and financial performance

    Provide incentives for achieving specific pre-established near-term individual, business unit and corporate goals and reward the attainment of those goals
    Provide incentives for achieving pre-established longer term corporate financial goals and reward the attainment of those goals

    Align the interests of NEOs with those of the shareholders through incentives based on achieving performance objectives that enable increased shareholder value

Compensation Decisions in Context: Key 2017 Accomplishments and Financial Highlights; 2018 Focus

The Company performed well in 2017, delivering strong financial results, executing against its WOLVERINE WAY FORWARD transformation, and establishing its go-forward GLOBAL GROWTH AGENDA. In 2017, the Company:

    Delivered over 45% total shareholder return ("TSR"), resulting in performance at the 88th percentile of companies in the Company's 2018 peer group (as described under "New Peer Group")

    Delivered revenue of $2.35 billion, at the top end of original guidance

    Delivered reported diluted EPS of $0.00; adjusted diluted EPS of $1.64, and, on a constant currency basis, $1.71 compared to $1.36 in 2016, growth of nearly 26%

2018 PROXY STATEMENT

 

GRAPHIC

 

34


Table of Contents

    Reduced year-end inventory by 20.6%

    Returned value to shareholders through $0.24 per share cash dividends and over $42 million in share repurchases

    Substantially completed the Company's strategic transformation and established the Company's GLOBAL GROWTH AGENDA, focusing the Company on future organic growth

    Completed divestitures of the Sebago and Bates Department of Defense businesses and licensed the Stride Rite brand

    Accelerated our omnichannel transformation  — closing 215 stores while investing in eCommerce

    Drove considerable efficiencies through supply chain improvements, including consolidation of factory base

CEO Annual Bonus/TSR Analysis

The below graphic shows the CEO's target bonus opportunity compared to his actual annual bonus earned over the last three years, which demonstrates the Company's pay for performance philosophy in action: there is clear directional alignment between the Company's TSR performance and the CEO's annual bonus achievement over these periods. The Company's three-year TSR for this period was at the 68th percentile of the Company's 2018 peer group while average CEO annual bonus payout was below target. The CEO's target annual bonus opportunity has not increased over the last three years and was not increased for 2018.

GRAPHIC

2018 PROXY STATEMENT

 

GRAPHIC

 

35


Table of Contents

2017 Compensation Program Overview

The Company's executive compensation program consists of base salary, annual bonus, long-term incentive compensation, and benefits. A breakdown of base salary, annual performance bonus, and long-term incentive compensation is illustrated below:

ELEMENT
   
  COMPONENT
   
  METRICS
   
  WHAT THE PAY ELEMENT REWARDS
   
                                

    

Base
Salary

    


 
   

    

Cash

    

     

    

Fixed amount based on responsibilities, experience and market data

    

     

    

Scope of core responsibilities, years of experience, and potential to affect the Company's overall performance

    

   
             
                                

    

Annual
Performance
Bonus

    



 
   

    

Company/Business Unit Cash Bonus

Individual Cash Bonus

Operating Margin Modifier

    

     

    

50%-85% revenue and adjusted pretax earnings1

15%-50% specific individualized performance targets1

Payout adjusted up/down up to plus or minus 25% based on operating margin modifier

    

     

    

Achieving specific corporate business and/or divisional objectives over which the NEO has reasonable control

Achieving specific personal objectives

Achieving key financial metric, consistent with communicated objectives

    

   
             
                                

    

Long-Term
Incentive
Compensation

    



 
   

    

Performance share units

Time-vesting restricted stock units

    

     

    

Uses the following performance metrics (weighted as indicated)

65% Adjusted earnings per share

35% Adjusted business value-added

Relative TSR adjusted total payout up/down up to plus or minus 25%

Four-year vesting for time- vested restricted stock units

    

     

    

Balances focus on near-term profitability with longer-term shareholder value creation

Achieving long-term corporate objectives

Driving long-term shareholder value

Continued, long-term employment at Wolverine Worldwide

Adjusted to increase (or reduce) payout based on relative TSR performance

    

   
             
    1
    Certain individuals had a higher percentage of Annual Bonus tied to the Company's achievements against its WOLVERINE WAY FORWARD transformation initiative, as described in more detail in the "Annual Bonus" section.

Pay at Risk

Under the Company's compensation program, a significant portion of the compensation awarded to the NEOs generally, and to the CEO in particular, is at risk (contingent upon the attainment of various pre-established short and long-term financial goals) and variable (contingent on the performance of the Company's stock price). NEO compensation that is significantly at risk and variable, incentivizes superior business and financial performance and, by linking compensation with stock price performance, aligns the interests of executives with those of shareholders.

2018 PROXY STATEMENT

 

GRAPHIC

 

36

Table of Contents

The following graphic illustrates the increase to the percentage of 2017 NEO target compensation that is at risk:

CEO 2016 vs. 2017 Target Total Compensation

GRAPHIC

Other NEO 2016 vs. 2017 Target Total Compensation

GRAPHIC

Long-Term Incentive Program Mix

The Committee modified the mix of vehicles used for long-term incentive compensation in 2017 and going forward. Beginning in 2017, the long-term incentive program does not utilize stock options and reflects a mix of 70% performance stock units and 30% time vested restricted stock units for the CEO. For other NEOs, the 2017 mix changed to 60% performance stock units and 40% time vested restricted stock units. This change is intended to strengthen the Company's pay for performance philosophy while balancing retention objectives, create stronger alignment with shareholders and simplify the compensation program.

GRAPHIC

2018 PROXY STATEMENT

 

GRAPHIC

 

37


Table of Contents

Compensation Best Practices

What we do   What we do not do

Vast majority of pay is at risk or variable, i.e., performance based or equity-based or both

Stringent share ownership requirements (6x base salary for CEO)

Broad-based clawback policy

Significant vesting horizon for equity grants

Double trigger equity acceleration (for grants in 2017 and beyond)

Independent Compensation Committee Consultant

 

No dividends or dividend equivalents on unearned performance shares/units

No repricing or replacing of underwater stock options

No overlapping metrics

No excessive or unnecessary perquisites

No hedging, pledging, or short sales of Company stock

2018 PROXY STATEMENT

 

GRAPHIC

 

38


Table of Contents

Compensation Discussion and Analysis

2017 COMPENSATION PROGRAM OVERVIEW

Setting Targets

Each February, the Committee recommends (and the independent directors approve) target compensation for the CEO for the upcoming year after considering the latest available information, including the Company's TSR and other business and financial performance, information provided by the Committee's compensation consultant regarding executive compensation trends and compensation paid to other chief executive officers of companies in the compensation peer group (described below), and information provided by management on recent Company performance and the Company's future business and financial outlook. The Committee's goal is to set the CEO's compensation in line with the anticipated market median compensation for that year.

Given the significant weight the Company's executive compensation program places on at risk and variable compensation, the compensation realized by the CEO and NEOs can be significantly affected, both positively and negatively, by performance against the various operational and financial performance metrics pre-established by the Committee and by the performance of the Company's stock. The Board and Committee believe such a compensation program aligns the interests of the CEO and other NEOs with the interests of the shareholders.

The Company's executive compensation program consists of four primary elements: base salary, annual bonus, long-term incentive compensation and benefits. These elements are described in greater detail below.

Base Salary

As part of approving an NEO's base salary, the Committee considers a variety of factors including individual responsibilities, experience, skills, and potential to affect Wolverine Worldwide's overall performance, as well as market surveys and peer group information. The Committee considers these compensation factors subjectively, and no single factor or combination of factors was determinative in setting base salaries for any NEO for fiscal 2017.

Based on the above factors, the Committee approved the 2017 base salaries for the NEOs as noted in the following table. The Committee held CEO salary flat in 2017 for the fourth year in a row (and held it flat again in 2018). The 2.0%-2.5% base salary increases for Messrs. Stornant, Woodworth and Zwiers were based on their annual performance evaluations as well as consideration of peer group and broad-based industry compensation data, as described in detail below. Mr. Spaletto's base salary and other compensation was set in connection with his hiring in 2017 and was based on his experience, market and industry information, and on negotiations between Mr. Spaletto and the Company.

Name


2017 Base Salary
2016 Base Salary

Krueger

  $1,150,000   $1,150,000

Spaletto

  $575,000  

Stornant

  $564,000   $550,000

Woodworth

  $564,000   $550,000

Zwiers

  $658,000   $645,000

2018 PROXY STATEMENT

 

GRAPHIC

 

39

Table of Contents

Annual Bonus

In 2017, each NEO had the opportunity to earn annual cash incentive compensation ("annual bonus"), consisting of a performance bonus and an individual performance bonus, and further subject to a modifier:


Key Factors
2017 Company Metrics
Performance Bonus  

Based on performance measured against Company and/or business unit performance criteria established at the beginning of 2017

Payout determined by comparing performance against four performance levels set for each pre-set criterion: threshold (25% payout), target (100% payout), goal (150% payout) and stretch (200% payout)

 

Revenue (35%)

Adjusted pretax earnings (65%)

Individual
Performance Bonus
 

Measured against individual performance criteria

Each NEO's payout was determined by comparing individual performance against specific individual criteria set at the beginning of 2017

Payouts can range from 0% to 200% depending on the NEO's performance against individual performance objectives

 

Vary by each NEO

Modifier  

Total payout based on the above two components adjusted up or down by up to 25% based on adjusted operating margin performance

 

+/- 25% adjusted operating margin modifier

A percentage of each NEO's 2017 base salary was set as the annual bonus target percentage (the "Target Bonus Percentage"). The Target Bonus Percentage represents the percentage of each NEO's base salary that could be earned as annual incentive compensation at a "target" performance level (100% payout) for each of the performance bonus and individual performance bonus. Generally, the Committee sets higher Target Bonus Percentages for individuals with greater influence on business strategy, profit or sales. This puts a larger percentage of an NEO's total potential cash compensation at risk, in line with the NEO's ability to influence these factors. For 2017, Mr. Krueger had a Target Bonus Percentage of 125% of his base salary and each other NEO had a Target Bonus Percentage of 55% of his base salary.

The Committee selected fiscal year 2017 revenue and adjusted pretax earnings as metrics for the performance bonus because it believes a strong correlation exists between performance on these financial measures and increases in shareholder value. The Committee also added an adjusted operating margin modifier for 2017 to more directly align with the Company's operational transformation and publicly-stated financial objectives.

Performance Bonus

Messrs. Krueger and Stornant had significant influence on the Company's overall business performance and, accordingly, their respective performance bonus opportunity (85% of their total annual bonus opportunity) is based on the Company performance criteria only. Messrs. Spaletto, Woodworth and Zwiers were directly responsible for specific business units and exert a significant influence on those business units in particular, in addition to influencing Company performance. Accordingly, for each of these NEOs, a larger percentage of their overall annual bonus opportunity was based on business unit performance, with a smaller percentage based on the Company's performance, as reflected in the table on page 43. In addition, given each of these NEO's impact on the success of the WOLVERINE WAY FORWARD Company transformation, each had an increased percentage of his total annual bonus opportunity shifted to measures relating to this transformation, and these measures were included in the Individual Performance Bonus portion of the annual bonus.

As shown in the table below, the Committee also set four performance levels for each criterion: threshold (25% payout), target (100% payout), goal (150% payout) and stretch (200% payout). The Committee set the revenue and pretax earnings goals for these performance levels following a review of the Company's operating plan, historical performance, and industry and macroeconomic conditions. The revenue performance targets, though lower than 2016 targets, were set aggressively in light of the difficult industry and macroeconomic conditions. Revenue performance at target (100%) was set above the mid-point of the Company's initial 2017 guidance, and goal performance (150%) was set above the top end of the guidance. Despite the planned decrease in revenue, the Committee set higher adjusted pretax earnings targets compared to 2016, reflecting the expectation of improved adjusted profitability driven by the WOLVERINE WAY FORWARD transformation. The adjusted operating margin modifier was set at a level needed to pace the Company to reach its stated goal of 12%

2018 PROXY STATEMENT

 

GRAPHIC

 

40


Table of Contents

adjusted operating margin by 2018; the Company expects to achieve this goal ahead of its original schedule based on strong 2017 performance.

Company
Performance Level


in millions
 
(% of Target Payout)1
Revenue2,3
Adjusted Pretax Earnings2,3
Threshold (25%)   $2,186.7   $187.0  
Target (100%)   $2,335.0   $211.7  
Goal (150%)   $2,403.9   $226.5  
Stretch (200%)   $2,495.9   $241.3  
1
The maximum payout (before the effect of the modifier) an NEO can receive is 200% of his Target Bonus Percentage, even if performance is above stretch, and an NEO would receive 0% of his Target Bonus Percentage if performance is below threshold.
2
Adjusted pretax earnings are earnings before income taxes, excluding the effect of acquisitions, divestitures, accounting changes, restructuring, or other special charges or extraordinary items excluded by the Compensation Committee. Pretax earnings for 2017 exclude impairment of intangible assets, environmental and other related costs, organizational transformation costs which include gains or losses from divestures, restructuring and other related costs and operating losses from stores closing in 2017. Revenue results were adjusted for the licensing of the Stride Rite business in 2017 and for extended store closure dates.
3
2017 revenue performance fell between target and goal, resulting in a 135% payout on this measure. 2017 pretax earnings performance was between target and goal, resulting in a 146% payout.

For each business unit, the Committee sets the revenue and adjusted pretax earnings goals at substantially similar levels of difficulty as the goals for the Company and with a similar degree of difficulty as in prior years. The below table shows historical weighted performance levels achieved by the business units using these performance criteria for the years for which a meaningful comparison can be made.

    Historical Group Performance1
    2017
2016
2015
2014
2013
Wolverine Boston Group   Between threshold and target   Between threshold and target   Below threshold   Below threshold   Between threshold and target
Wolverine Outdoor & Lifestyle Group   Between target and goal   Between threshold and target   Between target and goal   Between target and goal   Between target and goal
1
The brand groups were changed in 2016. The performance information above is for the historical group closest in makeup to the current group.

In February 2018, the Committee certified actual 2017 performance compared to the performance levels for the Company and business unit criteria. The Company's fiscal year 2017 adjusted revenue was approximately $2.384 billion, which was between target and goal level. The Company's adjusted pretax earnings for fiscal year 2017 were $225.0 million, which was between target and goal level. The weighted average results for the applicable performance criterion are shown in the below table:

    2017 Performance
Overall Weighted Payout by Group
Wolverine Boston Group   Between threshold and target   79%
Wolverine Outdoor & Lifestyle Group   Between target and goal   136%
Wolverine Worldwide   Between target and goal   142%

For 2017, the Company paid the NEOs the following amounts relating to the performance bonus.

Name
Performance Bonus
(as a % of Total Annual Bonus
Opportunity)



Performance Bonus Opportunity
(as a % of an NEO's Target Percentage)


Performance Bonus
Percentage Earned1


Performance Bonus Paid1,2  
Krueger   85%   0 - 200%   142%   $1,735,148  
Spaletto   70%   0 - 200%   138%   $258,207  
Stornant   85%   0 - 200%   142%   $372,822  
Woodworth   70%   0 - 200%   97%   $210,006  
Zwiers   50%   0 - 200%   138%   $249,778  
1
Percentages earned and bonuses paid vary due to the relative performance of various business units versus overall corporate performance.
2
Not including Individual Performance Bonus.

2018 PROXY STATEMENT

 

GRAPHIC

 

41


Table of Contents

Individual Performance Bonus

At the same time Target Bonus Percentages are set, the CEO approves measurable personal objectives for each NEO's individual bonus, other than for himself. The CEO submits, and the Committee reviews and approves, with such changes as it considers appropriate, the CEO's personal objectives. Such measurable personal objectives may include goals such as executing strategies supporting the Company's vision, developing employees, growing new business initiatives and driving operational excellence. Performance is evaluated by the CEO (or, in the case of the CEO, by the Committee and the other independent directors) based on qualitative and quantitative factors. For 2017, the Company focused NEO Individual Performance Bonuses on execution against the Company's WOLVERINE WAY FORWARD transformation and increased the percentage of the overall bonus tied to achievement of critical transformation goals. Summaries of the specific personal objectives for each NEO are outlined in the table below:

NEO
2017 Personal Objectives
Krueger   Global Way Forward, People and Teams, Cash Flow
Spaletto   Global Way Forward, Target Year-end Backing Increase and Q4 at-Once Increase, Lead the Brand Growth Work Stream, Drive Change within OLG Division
Stornant   Global Way Forward, Restructure Global Finance Organization, Drive Brand Growth, Activities to Achieve Mid-single Digit Organic Growth in 2018
Woodworth   Global Way Forward, Target Year-end Backing Increase and Q4 at-Once Increase, Salesforce Way Forward Work Stream
Zwiers   Global Way Forward, Canada & eCommerce Revenue and Pretax Earnings to Meet and Exceed Plan, Action and Support the Portfolio Management Pillar of the Way Forward

Each personal objective is given a rating from "does not achieve" to "exceptional," with weighted performance ratings and payouts consistent with the following table:

Personal Objectives Rating

2017 Payout Level
Exceptional     200%  
Far Exceeds     175%  
Exceeds