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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.  )
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Preliminary Proxy Statement

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

Definitive Proxy Statement

Definitive Additional Materials

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)
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LETTER TO SHAREHOLDERS
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:
Annual revenue of $2.685 billion, representing 11.2% growth over fiscal 2021 and growth of over 14% on a constant currency basis.
Solid revenue growth across several of the Company’s largest brands, with Merrell revenue growing year-over-year by 18%, Saucony by 6%, and Wolverine by 9%. Merrell achieved record annual revenue, and was named “Brand of the Year” at the 2022 Footwear News Achievement Awards.
Strong revenue growth in the Company’s international business, which grew 42% year-over-year on a constant currency basis.
Important strategic steps were taken to become a more disciplined and agile company by simplifying our business and prioritizing areas of investment and focus. Key actions included:
Changing our brand group structure to create the Active, Work, and Lifestyle Groups, enabling brands with similar attributes to more easily collaborate and share best practices;
Establishing a permanent Profit Improvement Office to improve efficiency while reducing costs, including redesigning our supply chain processes; and
Conducting a strategic review of our portfolio to focus resources on the business and brands that will drive the highest return for our shareholders.
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,
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Brendan Hoffman
President and Chief Executive Officer
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NOTICE OF 2023 ANNUAL MEETING OF SHAREHOLDERS
10:00 a.m. EDT, May 3, 2023
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:
(1)
Election of the three director nominees named in the Proxy Statement for three-year terms expiring in 2026
(2)
Advisory resolution approving compensation for the Company's named executive officers (“NEOs,” and each an “NEO”)
(3)
Advisory resolution approving the frequency of future advisory votes to approve compensation of the Company's NEOs
(4)
Ratification of the Audit Committee's appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal year 2023
(5)
Approval of the Stock Incentive Plan of 2016 (as amended and restated)
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.
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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,
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Reginald M. Rasch
Secretary
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on May 3, 2023.
Wolverine's Proxy Statement for the 2023 Annual Meeting of Shareholders and the Annual Report to Shareholders for the fiscal year ended December 31, 2022, are available at: www.wolverineworldwide.com/2023annualmeeting.
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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 the information that shareholders should consider, and shareholders should read the entire Proxy Statement before voting.
Our Brand Portfolio
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:
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1
While the Lifestyle Group also included Keds in fiscal 2022, the Company sold the Keds business in February 2023.
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Our Strategic Vision and Guiding Principles
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:
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MATTERS TO BE VOTED UPON
Shareholders are being asked to vote on the following matters at the 2023 Annual Meeting of Shareholders:
PROPOSAL
BOARD VOTE
RECOMMENDATION
PAGE
REFERENCE
1.
Election of Directors for Terms Expiring in 2026
FOR each Nominee
2
Advisory Resolution Approving NEO Compensation
FOR
3.
Advisory Resolution Approving the Frequency of Future Advisory Votes to Approve Compensation of the Company’s NEOs
ONE YEAR
4.
Ratification of Ernst & Young LLP as Auditor for Fiscal Year 2023
FOR
5.
Approval of the Stock Incentive Plan of 2016 (as amended and restated) (the “Plan”)
FOR
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ELECTION OF DIRECTORS FOR TERMS EXPIRING IN 2026
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.
Age
Director Since
Independent
Other Public
Directorships
Committees
Proposed Term
Expiration
William K. Gerber
Managing Director of Cabrillo Point Capital LLC; Retired Executive Vice President and Chief Financial Officer of Kelly Services, Inc.
69
2008
Cleveland-Cliffs, Inc.
Audit
Compensation
2026
Nicholas T. Long
Managing Partner, Bridger Growth Partners, LLC; Retired Chief Executive Officer of MillerCoors LLC
64
2011
Amcor Limited
Independent Lead
Director
2026
Kathleen Wilson-Thompson
Retired Executive Vice President & Global Chief Human Resources Officer of Walgreens Boots Alliance Inc.
65
2021
Tesla, Inc.
McKesson Corporation
Compensation (Chair)
Governance
2026
Board Highlights
The following charts illustrate key characteristics of the Company’s Board:2
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2
The Board Highlights charts above and the Skills and Experiences chart below both exclude Blake W. Krueger, who has decided to retire from the Board effective May 4, 2023, and David W. McCreight, who has decided to resign from the Board effective May 4, 2023. Biographies for Messrs. Krueger and McCreight are available in the Company’s 2022 Proxy Statement.
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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:
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Shareholder Engagement
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.
Corporate Governance Highlights
Wolverine Worldwide is committed to a governance structure that provides strong shareholder rights and meaningful accountability.
 Highly independent Board and Committees

 Independent Lead 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 to diversity

 Director onboarding orientation program and ongoing education initiatives

 Active shareholder engagement practices
Meeting Information
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.
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Corporate Governance
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.
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 responsibilities include, but are not limited to, the following:
Reviewing and approving the Company’s key financial and other objectives and strategic business plans, and monitoring implementation of those plans and the Company’s success in meeting identified objectives
Selecting, evaluating and approving the compensation of the CEO and overseeing CEO succession planning
Providing advice and oversight regarding the selection, evaluation, development and compensation of management
Overseeing the Company’s process for assessing and managing risk and mitigation activities
Nominating the Company’s director candidates and appointing committee members
Engaging in succession planning for the Board and key leadership roles on the Board and its committees
Shaping effective corporate governance
Reviewing and monitoring administration of policies and procedures to safeguard the integrity of the Company’s business operations and financial reporting and to promote compliance with applicable laws and regulations
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 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
3
The Skills and Attributes chart below excludes Blake W. Krueger, who has decided to retire from the Board effective May 4, 2023, and David W. McCreight, who has decided to resign from the Board effective May 4, 2023.
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SKILLS & ATTRIBUTES
Totals
Andersen
Boromisa
Bricker
Gerber
Hoffman
Kollat
Lauderback
Long
Price
Wilson-Thompson
Active Executive
3
Brand Building
9
 
Current or Former CEO
4
Digital/eCommerce/IT
4
 
 
 
 
 
 
Finance
7
Footwear/Apparel
6
 
 
 
 
Global Supply Chain
5
International Business
10
Marketing
7
Public Company Governance
7
 
 
 
Retail
9
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.
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. 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.
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BOARD SELF-ASSESSMENT
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 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 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 Audit Committee reviews the Company’s approach to risk management generally. The Audit Committee also oversees the Company’s risk policies and processes relating to its financial statements and financial reporting processes, credit risks and liquidity risks, as well as the Company’s management of risks related to cybersecurity. The Audit Committee discusses with management and the independent auditors significant risks or exposures and the steps taken by management to mitigate them.
• The Compensation Committee oversees the risks associated with management resources; organization structure and succession planning, hiring, development and retention processes; and it reviews and evaluates risks associated with the Company’s compensation structure, policies and programs. The Compensation Committee also oversees the Company’s strategies and policies related to human capital management, including with respect to matters such as diversity, equity and inclusion and workplace environment and culture.

• The Governance Committee oversees the Company’s management of risks related to the Company’s governance structure and processes and potential risks arising from related person transactions. The Governance Committee also oversees the Company’s environmental, social, and governance matters.
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.
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ENVIRONMENTAL AND SOCIAL HIGHLIGHTS
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
Environmental, Sustainability, and Responsible Sourcing
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.
Protecting Our Planet
ReChaco Program – Chaco strives to keep sandals out of landfills by creating durable and repairable products. Since 2004, the brand has saved over 313,550 sandals from landfills through the ReChaco Program, which repairs consumers’ sandals. Every pair of sandals saved represents roughly two pounds of material saved from a landfill.
Reducing Waste – Wolverine Worldwide creates waste throughout our facilities and operations on a daily basis, so we utilize a variety of recycling programs at many of our buildings to help manage our footprint and reduce our environmental impact. These recycling programs include paper, plastic, cardboard, batteries, electronics, glass, and other items. These initiatives have prevented hundreds of thousands of pounds of waste from ending up in landfills, recycled an estimated 50,000+ pounds of paper and cardboard, and saved hundreds of thousands of gallons of water from being used for paper production.
Reducing Energy Consumption – Over the past few years, we implemented initiatives to improve energy efficiency and increase our support of renewable energy, including purchasing Renewable Energy Credits (RECs) to offset the energy use at our North America facilities since 2015. Through the purchase of RECs, Wolverine Worldwide achieved net zero energy for our electrical consumption in our North America owned and leased operations in 2021. Our Boston campus is LEED-certified, and most Wolverine Worldwide buildings are lit by energy-efficient bulbs, which are generally recycled at the end of life.
Reducing Water Consumption – We implemented conservation initiatives at many of our facilities, including installing motion sensor faucets and no-touch hand driers.
Sustainability
Product Sustainability Standards – Our Product Sustainability Standards establish clear baseline expectations for our brands to promote social responsibility, environmental stewardship and animal welfare. Additionally, these standards establish best practice
4
Website references are provided for convenience only, and the content on the referenced websites is not, and shall not be deemed to be, incorporated by reference into this Proxy Statement.
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recommendations, including the use of recycled materials. In 2018, our brands offered approximately 10 styles made with more sustainable materials than traditionally used materials. In 2021, our brands increased the use of sustainable materials and included them in almost 700 styles. We’ve been consistently increasing our use of more sustainable materials, such as recycled polyester, organically grown cotton, algae and other sustainable materials.
Sustainable Apparel Coalition & the Higg Index – Wolverine Worldwide remains a proud member of the Sustainable Apparel Coalition (SAC) – a global, multi-stakeholder, non-profit alliance for the consumer goods industry. In partnership with its 250+ global members, the SAC developed the Higg Index, a suite of tools for the standardized measurement of value chain sustainability. To help assess the environmental and social labor performance across our supply chain, Wolverine Worldwide uses the following Higg tools: (1) the Higg Brand and Retail Module, which helps our brands identify potential gaps in existing sustainability strategies and design more effective programs moving forward; (2) the Higg Facility Environmental Module, which allows us to make standardized social and environmental assessments in our supply chain; and (3) the Higg Materials Sustainability Index, which enables us to learn more about the life cycle impacts of each material we use and evaluate the benefits of choosing different materials. We use the performance measurements from these tools to improve our sustainability performance and increase transparency.
Responsible Sourcing & Supply Chain
Production Code of Conduct – The Wolverine Worldwide Production Code of Conduct outlines our longtime commitment to social responsibility. This commitment includes upholding the human rights of workers by treating them with dignity and respect, while improving working conditions within our supply chain. Our Production Code of Conduct establishes the minimum standards that factories and suppliers with whom Wolverine Worldwide does business are required to satisfy when conducting their operations. We routinely perform social compliance audits through our internal teams as well as third parties to monitor compliance with our Production Code of Conduct. In 2022, our internal social compliance team and authorized third parties conducted 124 social compliance audits across our factory base while navigating COVID-19-related factory closures and travel restrictions, which continued from the prior year.
Supply Chain Transparency – Wolverine Worldwide is committed to long-term partnerships rooted in trust, open communication and a shared vision that fosters continuous improvement and compliance with our Production Code of Conduct. We require that our manufacturers seek to minimize the adverse effects of their manufacturing processes on the community, environment and natural resources and also work to safeguard the health and safety of the public. These requirements include complying with applicable local and national environmental protection laws.
Leather Working Group – Wolverine Worldwide joined the Leather Working Group in 2006 to support more responsible leather manufacturing.
Diversity, Equity & Inclusion
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
5
Website references are provided for convenience only, and the content on the referenced websites is not, and shall not be deemed to be, incorporated by reference into the proxy statement.
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Our Workforce at a Glance
Below are metrics for Wolverine Worldwide’s organizational diversity.6
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Diversity Action Council
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:
Leadership: this subcommittee focuses on the understanding of and commitment to workforce diversity by the Company’s Senior Management Team.
Organizational Processes: this subcommittee focuses on the human resources systems and processes that are in place to support workforce diversity.
Communications: this subcommittee focuses on advocating for diversity to employees, customers, suppliers, and other company stakeholders.
6
Ethnicity is reported for U.S. population only. Information provided is as of September 30, 2022.
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External Relationships: this subcommittee focuses on relationships with suppliers and other community organizations to encourage and develop workforce diversity.
Systems Criteria & Process Management: this subcommittee focuses on the impact of tools used to systematize the workforce diversity process.
Employee Resource Groups
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.
The Change Mob – The Change Mob is a grassroots network of employees from around the globe, representing every function to help drive and sustain change across Wolverine Worldwide from the ground up. This empowered group keeps a finger on the pulse of what’s happening at the Company and provides valuable feedback to our leadership team on a regular basis.
Womxn’s Resource Group – The Womxn’s Resource Group works to empower and inspire the women of Wolverine Worldwide to actively engage in the community, provide mentorship opportunities and create a meaningful, professional network. And the ‘x’ in the group’s name isn’t a typo; it symbolizes that this group is inclusive to all employees who identify as female.
Wolverine Young Professionals – The Wolverine Young Professionals Group strives to promote an environment that helps attract and retain the next generation of business leaders. This group is committed to personal and professional development by contributing to the Company’s workplace community through social activities and volunteer opportunities.
Communication & Learning
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.
Our Brands’ Diversity, Equity, and Inclusion Initiatives
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.
Supporting our Communities
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.
Wolverine Worldwide Foundation – Rooted in our commitment to contribute positively to the communities where our employees work and live, the Wolverine Worldwide Foundation was founded in 1959 to support our charitable initiatives. Through the Foundation, the Company is actively involved in supporting charitable organizations with a focus on education, the environment, arts and culture, and human aid and service.
United Way – Every year through employee contributions, footwear and apparel sales, and several employee-led fundraising events, Wolverine Worldwide has consistently given back to the local communities where we live and work. Over the past 8 years, Wolverine Worldwide has donated over $3.4 million to United Way.
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Two Ten Footwear Foundation – Wolverine Worldwide has continued its longstanding support of the Two Ten Footwear Foundation, which was founded in 1939 and exists to improve the lives and careers of footwear employees and their families through emergency financial assistance, scholarships, and career development opportunities. Wolverine Worldwide and its brands support Two Ten through financial assistance and product donations.
Brand-Supported Initiatives – our brands have been helping those in need in the following ways:
Sweaty Betty – Through the Sweaty Betty Foundation, in the UK, Sweaty Betty partnered with the Youth Sport Trust, the UK’s leading charity that aims to improve the education and development of every child through sport and play. In the United States, Sweaty Betty partnered with GLSEN to support K-12 schools and make sports and physical activity more inclusive and welcoming for LGBTQ+ young people.
Saucony – Existing to inspire and serve all humans to live their best lives by providing access to running, celebrating self-expression, and creating a better world, Saucony introduced its Run For Good platform. Run For Good was created to educate consumers and fans how Saucony is making running more diverse. Through its partnerships with Black Girls Run and Black Men Run, Saucony drives meaningful, systemic change through running.
Merrell – Continuing its multi-year partnership with Big Brothers Big Sisters (“BBBS”), Merrell sponsored a new BBBS program in 2022. The BBBS Rise and Shine walk premiered during Great Outdoors Month with an event and donation to local chapters. Merrell continues to work with the national one-to-one mentoring organization to create life-changing connections for young people, harnessing the power of being outside and providing access to the outdoors to more youth.
Chaco – In 2022, Chaco collaborated with Diversify Whitewater, a Colorado-based non-profit organization that focuses on removing barriers to entry in paddlesports that exist for many Black, Indigenous, People of Color and allies and increasing access to watersports like kayaking, canoeing, rafting, and stand-up paddleboarding. Chaco pledged a monetary donation to Diversify Whitewater based on its Giving Tuesday proceeds.
Wolverine – Our namesake footwear and apparel brand continued its long-standing commitment to supporting the next generation of skilled trades workers through its partnership with the Ram Truck Brand for a “Built for the Driven” collection. Through this partnership, Wolverine donated $75,000 to the SkillsUSA Hope Fund, providing equitable access to opportunities for more youth to pursue their skilled trades career. This program extends from Wolverine’s long-standing Project Bootstrap platform.
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/.
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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 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.
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, NE, Rockford, MI 49351.
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.
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Proposal 1 — Election of
Directors for Terms Expiring
in 2026
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.
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Director Nominees with
Proposed Terms Expiring in 2026
WILLIAM K. GERBER
Age: 69
Director since: 2008
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Select Business Experience:
Managing Director of Cabrillo Point Capital LLC; Retired Executive Vice President and Chief Financial Officer of Kelly Services, Inc.
Board Committees:
Audit
Compensation
Other Public Directorships:
Cleveland-Cliffs, Inc.
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 currently serves as director of Cleveland-Cliffs, Inc., a publicly traded producer of iron ore and steel products, since 2020. From 2007 through 2020, Mr. Gerber was a director of AK Steel Holding Corporation, which merged with Cleveland-Cliffs in 2020.
Experience and Skills:
From his 25 years in senior leadership positions with L Brands, Inc. and Kelly Services, Inc., Mr. Gerber 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.
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NICHOLAS T. LONG (INDEPENDENT LEAD DIRECTOR)
Age: 64
Director since: 2011
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Select Business Experience:
Managing Partner, Bridger Growth Partners, LLC; Retired Chief Executive Officer of MillerCoors LLC
Board Committees:
None
Other Public Directorships:
Amcor Limited
Career Highlights:
Mr. Long has acted as a Managing Partner for Bridger Growth Partners, LLC, a private investment fund, since 2015. 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 LLC. 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. Mr. Long currently serves as a director of Amcor Limited, a publicly-traded packaging solutions company. Additionally, Mr. Long is the Independent Lead Director of Wolverine Worldwide, a position he has held since November 2022.
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.
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KATHLEEN WILSON-THOMPSON
Age: 65
Director since: 2021
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Select Business Experience:
Retired Executive Vice President & Global Chief Human Resources Officer of Walgreens Boots Alliance Inc.
Board Committees:
Compensation (Chair)
Governance
Other Public Directorships:
Tesla, Inc.
McKesson Corporation
Career Highlights:
Ms. Wilson-Thompson previously served as Executive Vice President and Global Chief Human Resources Officer of Walgreens Boots Alliance, Inc., a global pharmacy and wellbeing company, from December 2014 to January 2021, and as Senior Vice President and Chief Human Resources Officer from January 2010 to December 2014. Prior to Walgreens, Ms. Wilson-Thompson held various legal and operational roles at Kellogg Company, a food manufacturing company, from July 2005 to December 2009, including most recently as its Senior Vice President, Global Human Resources. Ms. Wilson-Thompson currently serves as a director of Tesla, Inc., an electric vehicle manufacturer and clean energy company, and McKesson Corporation, a publicly-traded healthcare company.
Experience and Skills:
Through her 15 years of experience at Walgreens and Kellogg, Ms. Wilson-Thompson developed significant experience in retail, international business, legal, and human capital management, and her service as a director of Tesla and McKesson has given her experience with public company governance and related matters.
BOARD RECOMMENDATION
The Board recommends that you vote “FOR” the election of the above nominees for proposed terms expiring in 2026.
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Directors with Terms
Expiring in 2024
BRENDA J. LAUDERBACK
Age: 72
Director since: 2003
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Select Business Experience:
Chair of Denny’s Corporation; Retired President of the Wholesale and Retail Group of Nine West Group, Inc.
Board Committees:
Governance (Chair)
Other Public Directorships:
Denny’s Corporation (Board Chair) Sleep Number Corporation
Career Highlights:
Ms. Lauderback is currently the Chair of the Board of Denny’s Corporation, a restaurant company, and has acted as a Director of Denny’s Corporation since 2005 and Sleep Number Corporation, a bed manufacturer and retailer, since 2004. 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. From 1998 to 2015, Ms. Lauderback also was 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. 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. In 2022, Ms. Lauderback received the President’s Lifetime Achievement Award from the White House for her decades-long commitment to building stronger communities through volunteerism.
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STACIA ANDERSEN
Age: 52
Director since: 2023
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Select Business Experience:
Executive Vice President, Chief Customer Officer of PetSmart LLC
Board Committees:
Audit
Other Public Directorships:
None
Career Highlights:
Ms. Andersen has served as the Executive Vice President and Chief Customer Officer of PetSmart LLC, a specialty retailer of products, services, and solutions for pets, since 2022. From 2019 to 2021 Ms. Andersen was PetSmart’s Executive Vice President of Merchandising and Customer Experience. From 2016 to 2018, Ms. Andersen was Brand President of Abercrombie & Fitch and Abercrombie kids at Abercrombie & Fitch Co., a specialty retailer of apparel and accessories for men, women and kids. Prior to that, Ms. Andersen held various leadership and operational roles at Target Corporation, a general merchandise retailer.
Experience and Skills:
Through her more than 20 years of experience at PetSmart, Abercrombie & Fitch, and Target, Ms. Andersen has developed significant experience in apparel and omnichannel retail, marketing, and merchandising.
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DEMONTY PRICE
Age: 61
Director since: 2023
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Select Business Experience:
Former President, Chief Operating, Service and Values Officer of Restoration Hardware
Board Committees:
Compensation
Other Public Directorships:
None
Career Highlights:
Mr. Price previously served as the President and Chief Operating, Service and Values Officer of RH, a curator of design, taste and style in the luxury lifestyle market, from 2017 to 2022. From 2016 to 2017, Mr. Price served as the Co-President, Chief Operating Services and Values Officer at RH, and he served as Chief Service and Values officer from 2015 to 2016. From 2006 to 2015 Mr. Price served as the Senior Vice President of Retail Galleries and Operations, and Chief Values officer at RH. Prior to RH, Mr. Price was with Williams-Sonoma, Inc. for four years in various field leadership roles, as well as with Gap Inc. and Nike Inc.
Experience and Skills:
Through his more than 35 years of senior leadership positions, Mr. Price has developed significant retail, human capital management, DE&I, and organization transformation experience.
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Directors with Terms
Expiring in 2025
JEFFREY M. BOROMISA
Age: 68
Director since: 2006
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Select Business Experience:
Retired Executive Vice President of Kellogg International, President of Latin America; Senior Vice President of Kellogg Company
Board Committees:
Audit (Chair)
Governance
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.
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BRENDAN L. HOFFMAN
Age: 54
Director since: 2020
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Select Business Experience:
President and Chief Executive Officer of Wolverine Worldwide
Board Committees:
None
Other Public Directorships:
None
Career Highlights:
Mr. Hoffman was appointed as President of Wolverine Worldwide effective in September 2020 and has served as the President and Chief Executive Officer of the Company since January 2022. From 2015 to August 2020, Mr. Hoffman served as the President and Chief Executive Officer of Vince Holding Corp., a public company and apparel retailer. Prior to joining Vince, Mr. Hoffman served as the President and Chief Executive Officer of Bon-Ton Stores Inc., a department store chain, from 2012 to 2014. Previously, he was the President and Chief Executive Officer of Lord & Taylor L.L.C., a department store chain, for more than three years, and before that, he served for six years as President and Chief Executive Officer of Neiman Marcus Direct, an online retailer and a subsidiary of The Neiman Marcus Group Inc., where he oversaw the growth of neimanmarcus.com and the launch and growth of bergdorfgoodman.com. During the past 5 years, he has served as a director of Vince Holding Corp. and Pier 1 Imports, a home furnishings and decor retailer.
Experience and Skills:
Mr. Hoffman’s more than 15 years in senior leadership roles with apparel and retail companies have provided him expertise in apparel, retail, international business and finance, and his experience as a director at Vince Holding Corp., Pier 1 Imports and now the Company has given him extensive experience with public company governance and related matters.
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DAVID T. KOLLAT
Age: 84
Director since: 1992
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Select Business Experience:
President and Chairman, 22, Inc.
Board Committees:
Audit
Compensation
Other Public Directorships:
None
Career Highlights:
Dr. 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., Dr. 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. Dr. Kollat served as the Independent Lead Director of Wolverine Worldwide from 2007 until November 2022. Dr. Kollat was a director of L Brands, Inc. from 1976 to 2019 and was a director of Sleep Number Corporation, a bed manufacturer and retailer, from 1994 to 2018.
Experience and Skills:
Dr. 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 an Independent Lead Director and chair of nominating, audit and compensation committees. Dr. Kollat was selected as one of the ten outstanding directors in corporate America by the Outstanding Directors Exchange, a New York division of the Financial Times. He has also been recognized as one of the top 100 directors in America by the National Association of Corporate Directors.
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JODI BRICKER
Age: 55
Director since: 2023
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Select Business Experience:
Chief Executive Officer of Quay Australia
Board Committees:
Governance
Other Public Directorships:
None
Career Highlights:
Ms. Bricker has served as the Chief Executive Officer of Quay Australia, a global eyewear brand that sells sunglasses and prescription eyewear, since 2019. From 2016 to 2018, Ms. Bricker was the Executive Vice President of Merchandising, Inventory Management and Ecommerce of Athleta, Inc., a subsidiary of Gap, Inc., a worldwide clothing and accessories retailer. From 2013 to 2016, Ms. Bricker was the Executive Vice President and General Manager of Old Navy, a subsidiary of Gap, Inc. From 2011-2013, Ms. Bricker was the Senior Vice President and General Manager of OldNavy.com. Prior to joining Gap, Inc., Ms. Bricker held various senior leadership roles at Levi Strauss & Co., an apparel company and a global leader in jeanswear.
Experience and Skills:
Through her more than 20 years of senior leadership positions with leading multinational apparel, accessories and lifestyle brands, Ms. Bricker has developed significant omnichannel retail, eCommerce, and brand building experience.
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BOARD LEADERSHIP
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:
Serve, as necessary, as a liaison between the Chairman and the independent directors
Preside over Board meetings in the absence of the Chairman
Review, approve and help develop the agendas and scheduling for Board and committee meetings
Review and approve information and meeting materials sent to the Board
Preside over executive sessions, with the authority to call executive sessions
Work with the Compensation Committee and members of the Board to provide an effective annual performance review of the CEO and participate in CEO succession planning
Oversee, along with the Governance Committee, the annual Board and committee evaluations
Be available for consultation and communication with shareholders, as appropriate
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.
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 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:
Is not, and in the past three years has not been, an employee of the Company
Does not have, and has not had within the last three years, an immediate family member employed as an executive officer of the Company
Has not received, and does not have an immediate family member who received, during any 12 month period within the last three years, any direct compensation from the Company in excess of $120,000 (other than compensation for Board service; compensation received by the director for former service as an interim Chairman, CEO or other executive officer; compensation received by the director’s immediate family member for service as a non-executive employee; and pension and other forms of deferred compensation for prior service if such compensation is not contingent in any way on continued service)
Is not a current employee or partner of a firm that is the Company’s internal or external auditor
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Has not been, and does not have an immediate family member who has been, within the last three years, a partner or employee of the Company’s internal or external auditor and personally worked on the Company’s audit within that time
Does not have an immediate family member who is (i) a current partner of the Company’s internal or external auditor, or (ii) a current employee of the Company’s internal or external auditor who personally works on the Company’s audit
Is not, and has not been within the last three years, part of an interlocking directorate in which a current executive officer of Wolverine Worldwide serves or served on the compensation committee of another company where the director or the director’s immediate family member concurrently serves or served as an executive officer
Is not an employee of, and does not have an immediate family member who is an executive officer of, another company that has made payments to, or received payments from, Wolverine Worldwide for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1,000,000 or 2% of the other company’s consolidated gross revenues
Has not had any other direct or indirect relationship with Wolverine Worldwide that the Board determines is material
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 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/.
AUDIT COMMITTEE
Committee Members
Boromisa (Chair)
Andersen
Gerber
Kollat
Number of Meetings in 2022
6
Highlighted Responsibilities
Appoints, evaluates and oversees the work of the independent auditors and oversees the internal audit function
Reviews and discusses the Company’s approach to risk management
Oversees the Company’s management of risks related to cybersecurity
Oversees the Company’s policies, systems and management of risk assessment and the Company’s compliance with legal and regulatory requirements
Oversees the integrity of the Company’s financial statements, financial reporting process and internal controls

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COMPENSATION COMMITTEE
Committee Members
​Wilson-Thompson (Chair)
Gerber
Kollat
Price
Number of Meetings in 2022
6
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
Oversees the Company’s strategies and policies related to human capital management, including with respect to matters such as diversity and inclusion and workplace environment and culture
The Compensation Committee may delegate its authority to one or more subcommittees of the Compensation Committee

GOVERNANCE COMMITTEE
Committee Members
Lauderback (Chair)
Boromisa
Bricker
Wilson-Thompson
Number of Meetings in 2022
5
Highlighted Responsibilities
Assists the Board in fulfilling its responsibilities on matters and issues related to the Company’s corporate governance practices
Working 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 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
Oversees and makes recommendations to the Board regarding environmental, social and governance matters and their integration into the Company’s business and long-term value creation for the Company and its shareholders

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Director Compensation
in Fiscal Year 2022
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.
Fees Paid in
Cash
Cash Amounts
Voluntarily
Deferred
Fees Earned or
Paid in Cash1
Restricted
Stock Unit
Awards2
Totals
Non-Employee Directors
 
 
 
 
 
 
 
 
 
Boromisa
-
+
$132,000
=
$132,000
+
$145,020
=
$277,020
Boswell3
$104,000
+
-
=
$104,000
+
$145,020
=
$249,020
Gerber
$107,000
+
-
=
$107,000
+
$145,020
=
$252,020
Kollat
$140,000
+
-
=
$140,000
+
$180,015
=
$320,015
Lauderback
$127,000
+
-
=
$127,000
+
$145,020
=
$272,020
Long
$124,000
+
-
=
$124,000
+
$154,191
=
$278,191
McCreight4
$104,000
+
-
=
$104,000
+
$145,020
=
$249,020
Wilson-Thompson
$80,000
+
-
=
$80,000
+
$145,020
=
$225,020
Executive Chairman
 
 
 
 
 
 
 
 
 
Krueger
$500,000
+
-
=
$500,000
+
$5,500,002
=
$6,000,002
1.
Represents cash payments received or deferred by non-officer directors for fiscal year 2022. Non-employee directors may defer fees pursuant to the Director Deferred Compensation Plan or Deferred Compensation Plan (each as defined below). The table shows the Fees Earned or Paid in Cash separated into Fees Paid in Cash and Cash Amounts Voluntarily Deferred.
2.
Represents the aggregate grant date fair value of restricted stock units granted to non-officer directors in fiscal year 2022, calculated in accordance with Accounting Standard Codification (“ASC”) Topic 718, without regard to estimated forfeitures. Except with respect to Mr. Krueger, these grants represent the standard annual director restricted stock unit grant made in accordance with the director compensation program. As described below, Mr. Krueger received a restricted stock unit grant in connection with his service as Executive Chairman for fiscal year 2022. The chart below lists the aggregate outstanding option awards (granted prior to 2018) and restricted stock units held by non-officer directors at the end of fiscal year 2022. For valuation assumptions, see the Stock Based Compensation footnote to the Company’s Consolidated Financial Statements for fiscal year 2022 included in its Annual Report on Form 10-K for fiscal year 2022.
3.
Ms. Boswell was a member of Wolverine’s Board of Directors until December 2022.
4.
As recently announced, David W. McCreight has decided to resign from the Board, effective May 4, 2023.
2023 PROXY STATEMENT
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Name
Option Awards Outstanding at
December 31, 2022
(#)
Restricted Stock Units held at
December 31, 20221
(#)
Boromisa
44,278
24,508
Boswell
12,854
-
Gerber
44,278
7,165
Kollat
56,580
19,120
Krueger
1,072,126
317,634
Lauderback
44,278
7,165
Long
44,278
25,033
McCreight
-
16,423
Wilson-Thompson
-
10,283
1.
Includes 17,343, 10,226, 17,343, 9,258 and 3,118 fully vested restricted stock units held by each of Mr. Boromisa, Dr. Kollat, Mr. Long, Mr. McCreight and Ms. Wilson-Thompson, respectively, that were deferred and will be settled on the date elected by the director.
The following table shows the non-employee director compensation program for fiscal year 2022:
Compensation Plan for 2022
Component
Cash
Restricted Stock Units1
Annual Director Fee
$80,000
Number of restricted stock units “RSUs” with a grant date value of $145,000.
Audit Committee Annual Fee
$15,000
 
Audit Committee Chairperson Annual Fee
$25,000
 
Compensation Committee Annual Fee
$12,000
 
Compensation Committee Chairperson Annual Fee
$20,000
 
Governance Committee Annual Fee
$12,000
 
Governance Committee Chairperson Annual Fee
$20,000
 
Lead Director Annual Fee
In lieu of the standard Annual Director Fee, the Lead Director was paid a Cash Retainer of $140,000.
In lieu of the standard RSU grant, the Lead Director received a number of RSUs with a grant date value of $180,000.
1.
For fiscal year 2022, Messrs. Boromisa, Gerber, McCreight and Mses. Boswell, Wilson-Thompson and Lauderback each received 7,165 restricted stock units, Dr. Kollat received 8,894 restricted stock units. Mr. Long received 7,690 restricted stock units. The above restricted stock units were granted in May and November 2022 under the Stock Incentive Plan of 2016, as amended, and vest one year from the date of grant.
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
2023 PROXY STATEMENT
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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:
The acquisition by any person, or by more than one person acting as a group, of more than 50% of either (i) the then outstanding shares of common stock of Wolverine Worldwide or (ii) the total fair market value of Wolverine Worldwide
The acquisition by any person, or more than one person acting as a group, during the 12 month period from and including the date of the most recent acquisition, of ownership of 30% or more of the outstanding common stock of Wolverine Worldwide
The replacement of a majority of the individuals who constitute the Board during any 12 month period by directors whose appointment or election is not endorsed by a majority of the directors prior to the date of the appointment or election
The acquisition, during any 12 month period ending on the date of the most recent acquisition, by any person of assets from Wolverine Worldwide having a gross fair market value of at least 40% of the gross fair market value of all the assets of Wolverine Worldwide immediately before the acquisition
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.
NON-EMPLOYEE DIRECTOR STOCK OWNERSHIP GUIDELINES
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.
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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 6, 2023:
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
BlackRock, Inc.1
55 East 52nd Street
New York, NY 10055
12,442,445
12,533,421
12,533,421
15.78%
Earnest Partners, LLC2
1180 Peachtree Street NE
Suite 2300 Atlanta, GA 30309
4,784,023
6,453,192
6,453,192
8.13%
The Vanguard Group3
100 Vanguard
Boulevard
Malvern, PA 19355
9,055,660
129,786
204,010
9,259,670
11.66%
1.
Based solely on information set forth in a Schedule 13G filed on January 24, 2023.
2.
Based solely on information set forth in a Schedule 13G/A filed on February 13, 2023.
3.
Based solely on information set forth in a Schedule 13G/A filed on February 9, 2023.
4.
Based on 79,421,316 shares outstanding as of March 6, 2023.
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STOCK OWNERSHIP BY MANAGEMENT AND OTHERS
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:
Amount and Nature of Beneficial Ownership of Common Stock1
Deferred
Stock Units,
Sole Voting
and/or
Investment
Power2
Shared Voting or
Investment
Power3
Stock
Options
and RSUs
Vesting
within 60
Days4
Total
Beneficial
Ownership
Percent
of Class5
Jeffrey M. Boromisa
66,826
158,681
51,443
276,950
*
William K. Gerber
48,282
51,443
99,725
*
Brendan L. Hoffman
95,232
95,232
*
Chris Hufnagel
87,301
66,458
153,759
*
David T. Kollat
226,663
103,081
65,474
395,218
*
Blake W. Krueger
1,210,743
68,634
871,348
2,150,725
2.66%
Brenda J. Lauderback
85,631
51,443
137,074
*
Nicholas T. Long
42,073
51,443
93,516
*
David W. McCreight
3,781
7,165
10,946
*
Isabel Soriano
22,365
22,365
*
Michael D. Stornant
24,545
193,499
107,312
325,356
*
Kathleen Wilson-Thompson
7,165
7,165
*
James D. Zwiers
38,968
23,779
97,979
160,726
*
All directors and executive officers as a group
(15 people)
1,996,648
547,674
1,457,563
4,001,885
4.95%
*
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.
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2.
The “Deferred Stock Units, Sole Voting and/or Investment Power” column of the table above does not include the following time-vested restricted stock units and performance units owned by directors and NEOs as of March 6, 2023:
Restricted
Units
Performance
Units
Boromisa
24,508*
Gerber
7,165
Hoffman
217,384
443,442
Hufnagel
34,818
44,289
Klimek
24,968
35,013
Kollat
19,120*
Krueger
84,381
Lauderback
7,165
Long
25,033*
McCreight
16,423*
Rasch
17,608
18,912
Soriano
24,927
34,843
Stornant
56,643
85,824
Wilson-Thompson
10,283
Zwiers
50,532
76,332
*
Includes 17,343, 10,226, 17,343, and 9,258 fully vested restricted stock units held by each of Mr. Boromisa, Dr. Kollat, Mr. Long and Mr. McCreight, respectively, that were deferred and will be settled on the date elected by the director.
3.
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.
4.
The numbers represent shares that may be acquired within 60 days after March 6, 2023, by the exercise of stock options granted under Wolverine's various stock option plans, or upon the vesting of restricted stock units. These numbers are also included in the Total Beneficial Ownership column.
5.
As of March 6, 2023, based on 79,421,316 shares outstanding on that date plus the number of stock options exercisable and restricted stock units vesting that are held by the specified person(s) within 60 days of March 6, 2023, as indicated in the “Stock Options and RSUs Vesting Within 60 Days” column.
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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 fiscal year 2022, the Company’s NEOs were:
Brendan L. Hoffman
President and Chief Executive Officer
Chris Hufnagel
President, Active Group
Isabel Soriano
President, International Group
Michael D. Stornant
Executive Vice President, Chief Financial Officer and Treasurer
James D. Zwiers
Executive Vice President and President, Global Operations Group
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 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:
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 specific 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 2022 Accomplishments and Financial Highlights
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:
Annual revenue of $2.685 billion, representing 11.2% growth over fiscal 2021 and growth of over 14% on a constant currency basis.
Solid revenue growth across several of the Company’s largest brands, with Merrell revenue growing year-over-year by 18%, Saucony by 6%, and Wolverine by 9%. Merrell achieved record annual revenue, and was named “Brand of the Year” at the 2022 Footwear News Achievement Awards.