Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.  )

Filed by the Registrant ☒

Filed by a party other than the Registrant  ☐

Check the appropriate box:

 

 

Wolverine World Wide, Inc.

9341 Courtland Drive, NE

Rockford, Michigan 49351

March 22, 2023

Dear Fellow Shareholders,

Thank you for your investment in Wolverine Worldwide. We made important progress in 2022 on our strategic and financial objectives, despite challenges across the industry that quickly shifted the economic environment mid-way through the year and impacted supply chains, inventories, and financial performance. Some highlights are listed below:

In addition to implementing the Company's strategy and other key initiatives during 2022, we concentrated on other matters critical to our long-term success. These included Board and management succession and transition, including the completion of my first year as the Company’s President and Chief Executive Officer. Other areas of focus included supply chain management, cybersecurity protection, and brand development, which we will describe in greater detail in this proxy statement.

During 2023, our team remains focused on global growth opportunities for our portfolio of leading footwear and apparel brands, especially in direct-to-consumer, digital, and key international channels. We will focus on stabilizing our supply chain and capturing cost and process improvements to chart a path to a 12% operating margin. As we strengthen our financial position, our priorities are to fuel growth in our Active Group, sustain positive momentum in our Work Group, and address underperforming brands.

We hope to receive your support at this year’s annual meeting on May 3, 2023, and encourage you to vote either online, by phone, or by mail.

Sincerely,

 

Brendan Hoffman

President and Chief Executive Officer

 

Wolverine World Wide, Inc.

9341 Courtland Drive, NE

Rockford, MI 49351

March 22, 2023

To Our Shareholders:

We invite you to attend the 2023 Annual Meeting of Shareholders (the “Annual Meeting”) of Wolverine World Wide, Inc. (the “Company,” “Wolverine Worldwide” or “Wolverine”). The meeting will be held on May 3, 2023, at 10:00 a.m. EDT in a virtual format designed to provide shareholders with the same rights and opportunities to participate that they would have at an in-person meeting. At the Annual Meeting, shareholders will vote on the following items:

Shareholders may also transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

Shareholders of record as of the close of business on March 6, 2023, the record date, are entitled to participate in and vote at the Annual Meeting. To participate in the Annual Meeting, including to vote and ask questions, shareholders of record should go to the meeting website at www.virtualshareholdermeeting.com/WWW2023, enter the 16-digit control number found on your proxy card or Notice of Internet Availability of Proxy Materials (“Notice of Internet Availability”), and follow the instructions on the website. If your shares are held in street name and your voting instruction form or Notice of Internet Availability indicates that you may vote those shares through the http://www.proxyvote.com website, then you may access, participate in, and vote at the annual meeting with the 16-digit access code indicated on that voting instruction form or Notice of Internet Availability. Otherwise, shareholders who hold their shares in street name should contact their bank, broker or other nominee (preferably at least 5 days before the annual meeting) and obtain a “legal proxy” in order to be able to attend, participate in or vote at the annual meeting.

Whether or not you plan to attend the Annual Meeting, 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. Brokers are not permitted to vote on certain proposals and may not vote on any of the proposals unless you provide voting instructions. Voting your shares will help to ensure that your interests are represented at the meeting.

Rules for the conduct of the Annual Meeting will be available on the meeting website. For information about how to view the rules and the list of shareholders entitled to vote at the Annual Meeting during the ten days preceding the Annual Meeting, please visit our 2023 Annual Meeting website at www.wolverineworldwide.com/2023annualmeeting. If you encounter any difficulties accessing the virtual meeting during check-in or during the meeting, please call the technical support number that will be posted on the virtual shareholder meeting login page.

This Notice of 2023 Annual Meeting of Shareholders, Proxy Statement, proxy or voting instruction card and Annual Report for our fiscal year ended December 31, 2022 are being mailed or made available to shareholders starting on or about March 22, 2023.

By Order of the Board of Directors,

 

Reginald M. Rasch

Secretary

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

In 2022, Wolverine Worldwide reorganized its portfolio of brands into the following three operating groups,¹ with the goal of grouping brands with similar attributes to more easily collaborate and share best practices:

 

The Company made important progress in 2022 on its strategic and financial objectives, despite challenges across the industry that quickly shifted the economic environment mid-way through the year and impacted supply chains, inventories, and financial performance. During the year, the Company identified the following Strategic Vision and Guiding Principles to guide its efforts into the future:

 

Shareholders are being asked to vote on the following matters at the 2023 Annual Meeting of Shareholders:

The Company’s Board consists of twelve directors. The Company’s By-Laws establish three classes of directors with each class serving three-year terms.

The Board has nominated three directors for election at the Annual Meeting, as outlined in the table below. Each director nominee has been nominated to serve for a three-year term expiring at the annual meeting of shareholders to be held in 2026. The Board recommends that shareholders vote “FOR” each of the nominees named below.

The following charts illustrate key characteristics of the Company’s Board:²

 

The following chart lists the important experiences and attributes that the Company’s directors possess:

 

As part of its ongoing shareholder engagement efforts, the Company reached out in early 2023 to shareholders representing holders of approximately 58% of its outstanding shares held by institutional investors, and has held or expects to hold meetings or calls with all shareholders who accepted the Company’s invitation. Discussions to date focused on Company strategy, financial performance, governance and compensation programs.

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

The Company’s Annual Meeting is scheduled to take place virtually, as set forth in the notice, on May 3, 2023, at 10:00 a.m. EDT. The Company encourages you to vote your shares before the Annual Meeting.

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

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 responsibilities include, but are not limited to, the following:

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 will help the Company accomplish its most important strategic objectives, such as portfolio simplification, investing in the Company’s growth brands, direct-to-consumer and digital growth, powerful product, operational excellence, supply chain management, and international growth. The Board also values diversity (including with respect to gender, race, ethnic and national background, and sexual orientation) and considers this an important factor in determining nominees for appointment and election, as evidenced by the current makeup of the Board, which includes four female directors (two of whom are also racial/ethnic minorities) and one other director who is also a racial/ethnic minority. Over the last 10 years, over 70% of the Company’s independent Board hires have been female, and the Governance Committee’s director search process involves actively seeking out women and minority candidates to include in the pool from which Board nominees are chosen. The Board believes that its directors, including the nominees for election as directors at the Annual Meeting, have 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 achieve the right mix of experience and expertise, 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.³

The Governance Committee reviews with the Board on an annual basis the skills, experience 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 skills and attributes set forth in the table above and the individual performance, experience, age and skills of each director.

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. As part of the search process for each new director, the Governance Committee actively seeks out women and minority candidates to include in the pool from which Board nominees are chosen. The Governance Committee may (and typically does) retain a search firm or other external parties to assist it in identifying candidates, and the Governance Committee has the sole authority to select such a firm, 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. The deadline for shareholders to submit notice of nominations for next year’s annual meeting is set forth under the heading “Other Shareholder Proposals for Presentation at Next Year’s Annual Meeting” in this Proxy Statement.

Ultimately, upon the recommendation of the Governance Committee, the Board selects the Company’s director nominees for election at each annual meeting. In selecting director nominees, the Board considers each candidate’s performance as a director (which is assessed through an anonymous written peer evaluation) if such candidate is serving or has served as a director of the Company; personal and professional integrity; ability and judgment; and likelihood to be effective, working with the other nominees and directors, in serving the long-term interests of the shareholders. The Governance Committee also considers candidates’ relative skills, experience, attributes, background and characteristics as well as 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.

As part of an annual self-assessment, each director evaluates over a number of dimensions the performance of the Board and any committee on which he or she serves. Nicholas T. Long, the Independent Lead Director, works with the Governance Committee to review the Board self-assessment with directors following the end of each fiscal year and to conduct 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 Independent Lead Director, develops and implements guidelines for evaluating all directors standing for nomination and election and oversees the evaluation of such nominees.

The Board oversees the Company’s process for assessing and managing risk and mitigation activities with a focus on the most significant enterprise risks facing the Company, including strategic, inventory, operational and supply chain, financial, environmental, cybersecurity, human capital, environmental, social, and governance (“ESG”), and legal compliance risks. This oversight is conducted through quarterly presentations by and discussions with the President and CEO, Chief Financial Officer (“CFO”), Director of Internal Audit, General Counsel, Chief Information Officer, Chief Information Security Officer, brand and department leaders and other members of management. The Deputy General Counsel, Senior Risk Manager, and Director of Internal Audit coordinate management’s day-to-day risk management and mitigation efforts, and the Director of Internal Audit reports directly to the Audit Committee.

The Deputy General Counsel, Director of Risk Management, and Director of Internal Audit review 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.

As a global marketer of branded footwear, apparel and accessories, Wolverine Worldwide leverages a diverse portfolio making big strides and doing great things since 1883. Our brands continue to think forward and think big as innovators within our communities and our product designs. Our ability to bring about change is grounded in our commitment to our planet and people and guided by the vision of a better tomorrow. These principles are embedded in the governance practices and Code of Business Conduct outlined below, which guide the Board and the Company’s global employees in their actions.

The focus of the Company’s ESG initiatives include the environment, sustainability and responsible sourcing; diversity, equity, and inclusion (“DE&I”); and community impact. The Company has designated its Governance Committee to oversee and make recommendations to the Board concerning ESG matters, including these initiatives and their integration into the Company’s business and long-term value creation for the Company and its shareholders. These initiatives are critical to the Company because the Company’s growth depends not just on financial performance and new products, but also on the Company’s impact on our communities, our employees and the planet.

Wolverine’s governance structure enables execution of its policies, strengthens management accountability and enhances Wolverine’s ability to generate long-term shareholder value. The Board regularly reviews brand initiatives and footwear collections and launches that have environmental and social impacts, and the Board’s Governance Committee is responsible for overseeing the development and disclosure of the Company’s broader ESG initiatives.

Some of these ESG initiatives are summarized below, and more information is available on the Company’s corporate responsibility website at wolverineworldwide.com/about-us/responsibility/ and in our most recent Global Impact Report at https://www.wolverineworldwide.com/wp-content/uploads/2022/08/2021.IR_.V9-Final-DIGITAL.pdf.⁴

Wolverine Worldwide is committed to sustainability. One of our goals is to reduce and responsibly manage our environmental impact, and we believe the steps we take today can reduce our footprint tomorrow. We aim to achieve this goal by actively implementing more environmentally conscious business practices, seeking out sustainable products and components and responsibly sourcing our products in accordance with clear and transparent standards.

Our corporate culture welcomes people from all backgrounds who share our values of teamwork, open communications, integrity, respect and accountability. These are the things that bind us together, making Wolverine Worldwide a great company and a great place to grow. As an expanding global company, diversity is much more than simply a goal – it’s a part of our DNA. Because we believe in cultivating a well-rounded, diverse workforce, we seek out individuals who reflect and support this goal. Our thousands of employees around the world reflect a diverse range of cultures, religions, ethnicities and nationalities, as well as varied professional and educational backgrounds.

For more information on the Company’s DE&I initiatives, please see our most recent Global Impact Report, available at https://www.wolverineworldwide.com/wp-content/uploads/2022/08/2021.IR_.V9-Final-DIGITAL.pdf.⁵

Below are metrics for Wolverine Worldwide’s organizational diversity.⁶

 

 

During 2022, the Company expanded on its initiative to build a lasting, long-term DE&I framework. This framework is centered around supporting an inclusive culture through a Diversity Action Council (“DAC”), represented by leaders from across the business and around the world, and we have appointed several senior executives to lead this group. The DAC is comprised of five committees, each representing a core competency area of our DE&I framework:

Employee Resource Groups at Wolverine Worldwide play an important role in fostering an inclusive culture. These groups provide opportunities for global team members to connect and to learn from and support one another as well as to help drive meaningful change throughout the Company.

We offered resources to increase awareness and educate our employees around the world through unconscious bias and other diversity trainings. To help support these education initiatives, we developed a Diversity, Equity and Inclusion section on WeConnect, our internal employee information and communications platform, to provide team members with support resources and a dedicated space to learn and work together to achieve a better future. In early 2022, the Company offered increased engagement in our DE&I work via our Inclusion Exchange, an online platform where employees can develop and share their ideas for creating a more diverse and inclusive culture with members of the DAC committees.

At Wolverine Worldwide, we’re proud of our family of brands and their individual commitments to the causes they support. Each brand’s individual role is critical to our combined improvement and success. While they may have different consumers, paths for growth and footprints around the world, they are each committed to supporting meaningful causes, evaluating internal team cultures, and making a difference for their consumers and communities. Please see the Company’s most recent Global Impact Report for highlights from the many diversity, equity and inclusion efforts led by our family of brands.

Wolverine Worldwide has historically engaged with and served the communities in which we live and work, as well as our internal community at the Company. As champions for positive change, it is our responsibility to enrich our global communities by giving our time and resources to make the world a better place.

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.

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

The 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.

The Company's Board currently consists of twelve directors. As recently announced, Blake W. Krueger has decided to retire from the Board and as Chairman of the Company, effective May 4, 2023, and David W. McCreight has decided to resign from the Board, effective May 4, 2023. Following their departures from the Board, the Company's Board will consist of ten directors.

The Company's By-Laws establish three classes of directors with each class 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: William K. Gerber, Nicholas T. Long, and Kathleen Wilson-Thompson. Each director has been nominated to serve for a three-year term expiring at the annual meeting of shareholders to be held in 2026 or until his or her successor, if any, has been elected and is qualified.

All director nominees 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 most recently elected Messrs. Gerber and Long at the Company's 2020 Annual Meeting. Ms. Wilson-Thompson was appointed to the Board in 2021 on the recommendation of the Company’s Governance Committee.

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 continuing directors of the Company are below, along with a discussion of the experience and skills of each director.

The Company’s Corporate Governance Guidelines give the Board the flexibility to determine the best leadership structure for the Company based upon the Company’s evolving needs and opportunities. The Governance Committee periodically reviews the Board’s leadership structure, including whether to separate the roles of Chairman and CEO, based upon the Board and Company’s then-current circumstances, and recommends changes to the Board as appropriate. Currently, the Company’s former CEO also serves as the Chairman of the Board. In addition, since 1993, the independent directors have annually elected an Independent Lead Director who performs a role in many ways similar to an independent Chairman, including the following enumerated responsibilities:

Effective when Mr. Krueger retires from the Board and as Chairman on May 4, 2023, the Company has appointed Nicholas T. Long, currently the Company’s Independent Lead Director, as the independent Chairman of the Board. With Mr. Long serving as an independent Chairman, the Board will no longer have a director serving as Independent Lead Director.

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 and the Company’s Director Independence Standards, the Board has determined that 10 of the Company’s 12 directors are independent. Only Messrs. Hoffman and Krueger are not independent. In addition, the Board determined that Gina Boswell, who served as a director until December 1, 2022 was independent during the time she served as a director. 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 Company’s 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:

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 2022, all directors then serving on the Board attended the 2022 Annual Meeting of Shareholders, and all directors attended at least 75% of the meetings of the Board (9 meetings in 2022) and the committees on which they served held during the period for which he or she served.

All directors are typically invited to and attend all committee meetings. Our non-management directors and independent directors each met regularly in separate executive sessions during fiscal year 2022, all of which were chaired and led by the Independent Lead Director.

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/.

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 52, and broader industry market surveys (FW Cook 2020 Director Compensation Report and NACD 2020-2021 Director Compensation Report). Slight increases to cash fees and RSU grants were implemented based on this review in order to align more closely with market median.

The following table provides information regarding the compensation of the Company’s non-employee directors for fiscal year 2022. The table also includes compensation paid to Mr. Krueger as Executive Chairman of the Board in 2022, a non-officer employee position, as more fully described below under the sub-heading Executive Chairman Compensation. On January 1, 2023, Mr. Krueger transitioned to the role of Chairman of the Board, with compensation reduced accordingly to reflect the more limited role and responsibilities, as described in more detail below. As recently announced, Mr. Krueger has decided to retire from the Board and as Chairman of the Company, effective May 4, 2023. In 2022, Mr. Hoffman received compensation for his services as the Company’s President and CEO but did not receive any additional compensation for service as a director. Mr. Hoffman’s compensation is reflected in the CD&A Section, the Summary Compensation Table, and related tables and disclosures.

The following table shows the non-employee director compensation program for fiscal year 2022:

Executive Chairman Compensation

In 2022, Mr. Krueger served as Executive Chairman, a one-year, employed, non-officer position that was part of the overall CEO transition plan as Mr. Hoffman assumed the role of CEO from Mr. Krueger in January 2022. Mr. Krueger’s service as Executive Chairman focused on key international and strategic initiatives. As Executive Chairman, Mr. Krueger received a salary of $500,000 and a grant of 203,553 restricted stock units in February. The restricted stock units were granted under the Stock Incentive Plan of 2016, as amended, and vest one year from the date of grant. The one-year vesting period was intended to correlate with the one-year transition period during which Mr. Krueger would serve as Executive Chairman.

In 2023, Mr. Krueger transitioned to the role of Chairman of the Board, a non-employee position. His total annual 2023 cash and stock compensation as Chairman (in lieu of any other compensation) had been set at $145,000 in cash and $255,000 in restricted stock unit grants. Mr. Krueger recently announced that he is retiring from this position and as a director effective May 4, 2023.

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 cash fees. The Company establishes a book account for each non-employee director and credits the director’s account with a number of stock units equal to the amounts voluntarily deferred, 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 will distribute 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) based on the director’s election. The Company converts each stock unit to one share of Wolverine Worldwide common stock.

Upon a “change in control,” the Company will distribute 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:

Deferred Compensation Plan. For a description of the non-qualified Deferred Compensation Plan under which directors may also defer cash fees, please see the “Non-Qualified Deferred Compensation” section on page 65.

Each non-employee director must attain (and maintain) a minimum stock ownership level equal to six times the non-employee director annual cash retainer prior to being able to gift or sell any Company stock. The equity that qualifies for determining the non-employee directors’ minimum stock ownership level includes owned shares and unvested restricted stock units that vest based on time (up to a maximum value of 50% of the applicable ownership requirement), but excludes unearned performance shares and units and unexercised options (or any portion thereof, such as the current “in the money” value). During 2022, all non-employee directors were in compliance with these guidelines.

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 6, 2023:

The following table sets forth the number of shares of common stock beneficially owned as of March 6, 2023, by each of the Company's directors and named executive officers and all of the Company's directors and executive officers as a group:

The Company’s compensation philosophy is to provide executives with a competitive compensation package that is heavily weighted towards performance-based (performance units and annual bonus opportunity) and variable (restricted stock units) 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 excessive risk-taking. The Compensation Committee (the “Committee”) oversees the Company’s executive compensation program.

The executive compensation program has four primary objectives: