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