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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

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Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under §240.14a-12
Wolverine World Wide, Inc.
(Name of Registrant as Specified In Its Charter)
 
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.


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LETTER TO SHAREHOLDERS
Wolverine World Wide, Inc.
9341 Courtland Drive, NE
Rockford, Michigan 49351
March 23, 2022
Dear Fellow Shareholders,
Thank you for your investment in Wolverine Worldwide. We made significant progress in 2021 on our strategic and financial objectives, despite supply chain challenges and the continued impacts of the COVID-19 pandemic. Some highlights are listed below:
Successful execution of, and investments in, the Company’s three primary growth pillars – (1) Direct to Consumer Focus, Digital Priority; (2) Powerful Product Engine; and (3) Accelerated International Growth.
In August 2021, the Company acquired women’s activewear brand Sweaty Betty, a digitally-native, premium global apparel brand. This acquisition is expected to fuel growth and enhance the Company’s fast-growing eCommerce business.
Annual revenue of $2.41 billion, representing nearly 35% growth over fiscal 2020. Excluding $117 million of revenue from the Sweaty Betty acquisition, revenue grew 28% in fiscal 2021, exceeding pre-pandemic fiscal 2019 revenue. We refer to our results of operations for fiscal 2021 excluding Sweaty Betty as “organic.”
Strong revenue growth across the Company’s four largest brands, with Merrell revenue growing year-over-year by 22%, Saucony by 57%, Sperry by 25%, and Sweaty Betty by 40% on a pro forma basis, assuming we acquired Sweaty Betty as of the first day of fiscal 2021. Merrell and Saucony achieved record annual revenue.
Direct to Consumer revenue grew significantly in fiscal 2021, up 47% including Sweaty Betty and up 23% organically, year-over-year. Direct to Consumer revenue represented 26% of total revenue in fiscal 2021, up from 15% of revenue in fiscal 2019.
The Company continued its excellent track record of strong earnings leverage, with reported diluted earnings per share of $0.81 and adjusted diluted earnings per share of $2.09. Adjusted diluted earnings per share grew by 125% compared to the prior year, and by 113% organically.
In addition to implementing the Company's growth pillars and other key initiatives during 2021, we concentrated on other matters critical to our long-term success. These included Board and management succession, highlighted by my appointment at the end of the year as the Company’s President and Chief Executive Officer. Other areas of focus included digital and direct to consumer expansion, supply chain management, cybersecurity protection, and brand development, which we will describe in greater detail in this proxy statement.
During 2022, our team remains focused on global growth opportunities for our portfolio of leading performance and lifestyle brands, especially in direct-to-consumer, digital, and key international channels. We will pursue a focused approach to executing against these growth pillars, capitalizing on favorable market conditions in key product categories and unlocking the potential across our powerful brand portfolio. Consistent with this, we will further invest in a variety of initiatives to drive revenue growth and earnings leverage.
We hope to receive your support at this year’s annual meeting on May 4, 2022, and encourage you to vote either online, by phone, or by mail.
Sincerely,

Brendan Hoffman
President and Chief Executive Officer
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NOTICE OF 2022 ANNUAL MEETING OF SHAREHOLDERS
10:00 a.m. EDT, May 4, 2022
Wolverine World Wide, Inc.
9341 Courtland Drive, NE
Rockford, MI 49351
March 23, 2022
To Our Shareholders:
We invite you to attend the 2022 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 4, 2022, at 10:00 a.m. EDT in a virtual format designed to provide shareholders 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 four director nominees named in the Proxy Statement for three-year terms expiring in 2025
(2)
Advisory resolution approving compensation for the Company's named executive officers (“NEOs,” and each an “NEO”)
(3)
Ratification of the Audit Committee's appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal year 2022
Shareholders of record as of the close of business on March 7, 2022, the record date, are entitled to participate in and vote at the Annual Meeting. To participate in the Annual Meeting, including to vote, ask questions, and view the list of registered shareholders as of the record date during the meeting, shareholders of record should go to the meeting website at www.virtualshareholdermeeting.com/WWW2022, 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.
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 2022 Annual Meeting website at www.wolverineworldwide.com/2022annualmeeting. 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 2022 Annual Meeting of Shareholders, Proxy Statement, proxy or voting instruction card and Annual Report for our fiscal year ended January 1, 2022 are being mailed or made available to shareholders starting on or about March 23, 2022.
By Order of the Board of Directors,

Kyle L. Hanson
Secretary
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on May 4, 2022.
Wolverine's Proxy Statement for the 2022 Annual Meeting of Shareholders and the Annual Report to Shareholders for the fiscal year ended January 1, 2022, are available at: www.wolverineworldwide.com/2022annualmeeting.
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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 of the information that shareholders should consider, and shareholders should read the entire Proxy Statement before voting.
Our Brand Portfolio
Wolverine Worldwide organized its portfolio of brands into two key operating groups together with an “Other” category for fiscal 2021 as illustrated below:

Strategic Focus – Growth Pillars
2021 was another successful year for the Company, with further progress on our three primary growth pillars identified below. These pillars represent our roadmap for global growth, and focused efforts and investments behind them helped build momentum and allowed us to deliver excellent growth and results as we worked to fulfill our vision to “Build a family of the most admired performance and lifestyle brands on earth.”
1.
Direct to Consumer Focus, Digital Priority – An intense focus on direct to consumer channels and digital penetration, including the following elements:
Engaging consumers with pinnacle brand and shopping experiences online
Constant flow of compelling digital content and storytelling
Global expansion of our eCommerce platforms
Direct consumer dialogue and testing to inform decisions
Outpaced growth with third party digital customers and distributors
2.
Powerful Product Engine – A continuous flow of powerful product marketing stories, including the following elements:
Increased supply base capacity to support growth in demand
Relentless and frequent introduction of craveable product
Stronger consumer insights and use of digital tools to style test products more quickly and effectively
Speed-to-market initiatives and deployment of digital product development tools to design and sample products more quickly and efficiently
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3.
Accelerated International Growth – Strategic investment in key markets to maximize the global growth opportunity for our brands, including the following elements:
Strengthening regional teams, especially in China
Regional merchandising to enhance development of market-right products
Expanding network of core partners and continuous evaluation of business models
Investing in digital capabilities in new markets
Looking ahead, we remain committed to investing in these three key pillars to build on the progress made in 2021 and increasing our momentum.
MATTERS TO BE VOTED UPON
Shareholders are being asked to vote on the following matters at the 2022 Annual Meeting of Shareholders:
PROPOSAL
BOARD VOTE
RECOMMENDATION
PAGE
REFERENCE
1.
Election of Directors for Terms Expiring in 2025
FOR each Nominee
2.
Advisory Resolution Approving NEO Compensation
FOR
3.
Ratification of Ernst & Young LLP as Auditor for Fiscal Year 2022
FOR
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ELECTION OF DIRECTORS FOR TERMS EXPIRING IN 2025
The Company's Board consists of 10 directors. The Company's By-Laws establish three classes of directors with each class serving three-year terms.
The Board has nominated four 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 2025. The Board recommends that shareholders vote “FOR” each of the nominees named below.
Age
Director Since
Independent
Other Public Directorships
Committees
Proposed Term
Expiration
Jeffrey M. Boromisa
Retired Executive Vice President of Kellogg International, President of Latin America; Senior Vice President of Kellogg Company
67
2006
None
Audit (Chair)
Compensation
2025
Gina R. Boswell
Retired President, Customer Development, Unilever U.S.A.
59
2013
ManpowerGroup Inc.
ACCO Brands Corporation
Compensation
Governance
2025
Brendan L. Hoffman
President and Chief Executive Officer of Wolverine Worldwide
53
2020
None
None
2025
David T. Kollat
President and Chairman, 22, Inc.
83
1992
None
Independent Lead Director
2025
Board Highlights
The following charts illustrate key characteristics of the Company's Board:

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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:

Shareholder Engagement
As part of its ongoing shareholder engagement efforts, the Company reached out in early 2022 to shareholders representing holders of approximately 58% of its outstanding shares and has held or expects to hold telephonic meetings with all shareholders who accepted the Company's invitation (representing holders of approximately 12% of the Company's outstanding shares). 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

 Lead Independent Director with clearly defined role

 Majority voting with director resignation policy

 No supermajority vote requirements

 Shareholder right to act by written consent

 Annual Board and Committee self-evaluations
 Robust Board and executive succession planning, including annual written director nominee evaluations

 Long-standing commitment 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 4, 2022, at 10:00 a.m. EDT. As always, 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 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
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 eCommerce and digital growth, brand building, operational excellence and supply chain management, and international growth. The Board also values diversity and considers this an important factor in determining nominees for appointment and election, as evidenced by the current makeup of the Board, which includes three female directors, two of whom are also racial/ethnic minorities. 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.
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SKILLS & ATTRIBUTES
Totals
Boromisa
Boswell
Gerber
Hoffman
Kollat
Krueger
Lauderback
Long
McCreight
Wilson-Thompson
Active Executive
2
Brand Building
9
 
Current or Former CEO
4
Digital/eCommerce/IT
5
 
 
 
 
 
Finance
9
Footwear/Apparel
6
 
 
 
Global Supply Chain
4
International Business
10
Marketing
8
Public Company Governance
10
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 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. Ultimately, upon the recommendation of the Governance Committee, the Board selects the director nominees for election at each annual meeting. In selecting director nominees, the Board considers each candidate's performance as a director (which is assessed through an anonymous written peer evaluation); personal and professional integrity; ability and judgment; and likelihood to be effective, 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.
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. Dr. Kollat, the Lead Independent 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.
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In addition, the Governance Committee, working with the Lead Independent 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 risks facing the Company, including strategic, operational and supply chain, financial, environmental, cybersecurity, human capital, and legal compliance risks. This oversight is conducted through presentations by and discussions with the CEO, President, Chief Financial Officer (“CFO”), Director of Internal Audit, General Counsel or Associate General Counsel, Chief Information Officer, Chief Information Security Officer, brand and department leaders and other members of management. The Associate 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 Associate General Counsel 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 monitors 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 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
Throughout our over 130-year history, the Company has been passionate about living our Vision, Mission, and Values. 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. Among these, our core value to “Do the Right Thing – Always” forms the foundation and guiding light of the Company’s environmental, social, and governance (“ESG”) efforts.

 
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. The Governance Committee oversees these initiatives 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.
 
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/2021/07/2020.IR_.V10.pdf.1
 
Environmental, Sustainability, and Responsible Sourcing
 
Wolverine Worldwide is committed to making the world a better place. Our goal is to reduce and responsibly manage our environmental impacts, and we believe the steps we take today will reduce our footprint tomorrow. We aim to achieve this goal by actively implementing environmentally-friendly 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 2010, the brand has saved over 271,000 sandals from landfills through the ReChaco Program by allowing consumers to have their sandals repaired. Every pair of sandals saved represents roughly two pounds of material saved from a landfill.
Reducing Waste – We have a variety of recycling programs in place at our facilities, including 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, and have saved hundreds of thousands of gallons of water from being used for paper production.
Reducing Energy Consumption – Over the past few years, we have implemented initiatives to improve energy efficiency and increase our support of renewable energy, including purchasing Renewable Energy Credits to offset the energy use at our North America facilities since 2015 and taking steps to achieve LEED-certifications for both our Boston and London campuses.
Reducing Water Consumption – We have implemented conservation initiatives at many of our facilities, including installing motion sensor faucets and no-touch hand driers.
1
Website links are provided for convenience, and content on referenced websites is not, and shall not be deemed to be, incorporated by reference into the proxy statement.
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Sustainability
Product Sustainability Standards – Our Product Sustainability Standards establish clear baseline expectations for all of our brands to promote social responsibility, environmental stewardship, and animal welfare. We have been increasing our use of more sustainable materials, such as recycled polyester, natural rubber, organically grown cotton, algae, and other materials.
Sustainable Apparel Coalition – Wolverine Worldwide is a proud member of the Sustainable Apparel Coalition – the apparel, footwear, and textile industry’s leading alliance for sustainable production. The Coalition developed the Higg Index, a standardized value chain measurement suite of tools for all industry participants. These tools measure environmental and social labor impacts across the value chain. With this data, we aim to address inefficiencies, improve sustainability performance, and achieve the environmental social transparency consumers are demanding.
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. The Production Code of Conduct clarifies the minimum standards that factories and suppliers with whom Wolverine Worldwide conducts business are required to satisfy when conducting their operations. We routinely conduct social compliance audits through our internal teams and industry-leading audit firms to monitor compliance with our Production Code of Conduct.
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. Wolverine Worldwide has a zero-tolerance policy for forced labor, human trafficking, and slavery or involuntary work of any kind. The Company conducts its own verification and utilizes third-party verification for our finished goods factories to assess risks related to human trafficking, slavery, and other social compliance metrics. We also engage independent third-party firms to audit direct supplier facilities and require that our direct suppliers, along with their contractors and subcontractors, abide by our Production Code of Conduct. Wolverine Worldwide maintains an ethics report line for individuals to report violations of the Company’s policies, including the Production Code of Conduct, 24 hours a day from anywhere in the world.
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. For that reason, the thousands of Wolverine Worldwide employees around the world reflect a diverse range of cultures, religions, ethnicities, and nationalities, as well as varied professional and educational backgrounds. Because we believe in cultivating a well-rounded, diverse workforce, we continuously seek out individuals who reflect and support our goal of maintaining a diverse corporation.
We aim to foster a diverse, equitable, and inclusive culture through a wide variety of initiatives, including targeted employee resource groups. Recently, we expanded our efforts by retaining an expert consultant focused on diversity and accelerating our efforts in this critical area.
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 the Company. This empowered group keeps a pulse on what’s happening at the Company, shares information with their Company networks, contributes their ideas to drive change and provides valuable feedback to our leadership team.
Womxn’s Resource Group – The Womxn's Resource Group (“WRG”) 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 WRG is inclusive to all employees who identify as female.
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Wolverine Young Professionals – The Wolverine Young Professionals (“WYP”) group strives to promote an environment that helps attract and retain the next generation of business leaders. WYP is committed to personal and professional development by contributing to the Company's workplace community through social activities and volunteer opportunities.
Expert Guidance – To help promote a lasting, long-term DE&I framework, we found a partner with expertise in Skot Welch and his team at Global Bridgebuilders who have provided a framework for and guided the implementation of the Company’s Inclusion Framework.
The Diversity Action Council
The Company has established a Diversity Action Council (“DAC”) to lead its DE&I efforts and develop strategies and actions to help foster a more diverse, equitable, and inclusive culture. DAC members come from all parts of the Company and all around the world, and the DAC provides leadership for important subcommittees within the Company, each with a specific focus:
Leadership & Direction: 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.
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.
These groups will use employee survey results and focus group feedback to prioritize and expand a framework to support a more inclusive, more diverse, and stronger organization.
Communication & Learning
To help support the Company’s DE&I initiatives, Wolverine Worldwide provides a Diversity, Equity, and Inclusion section on WeConnect, our internal employee information and communications platform.
The Company also offers DE&I resources to increase awareness and educate our employees around the world through unconscious bias and other diversity training, such as Global Bridgebuilders Diversity, Equity & Inclusion 101 training sessions that were first made available to employees in early 2021.
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 subcommittees.
Our brands’ Diversity, Equity, and Inclusion Initiatives – The Wolverine Worldwide family of brands have also amplified their DE&I efforts by supporting meaningful causes, evaluating internal team cultures, and developing actionable goals toward driving systematic change.
Community Impact
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.
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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 7 years, Wolverine Worldwide has donated over $3.3 million to United Way.
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 – the brand launched the Sweaty Betty Foundation in 2021, with a mission to empower women and girls from every background to get active, and stay active, for life. The Foundation’s focus is on girls aged 10 to 18, particularly those from disadvantaged backgrounds who face barriers to being active.
Merrell – in 2021 the brand joined forces with Big Brothers Big Sisters (BBBS) in a multi-year partnership to harness the power of being outside and make it more accessible to more youth. Merrell is providing financial support and equipment to BBBS and its well-known one-on-one mentoring program between “Bigs” and “Littles,” to bring awareness and increase equity for youth who may not have adequate access to nature, natural parks, or public trails.
Chaco – Chaco collaborated with Camp Brave Trails in 2021, helping LGBTQ+ youth find their people, place, and passion through summer camps, family programs, mentorship programs, meet-up groups, and leadership programming. The Chaco X Camp Brave Trails product collaboration launched to celebrate this partnership, and for each pair of the colorful, limited edition sandals sold, Chaco donated a portion of the proceeds to Camp Brave Trails.
Wolverine – our namesake footwear and apparel brand continued its long-standing commitment to supporting the next generation of skilled trades workers, by partnering with Metallica’s All Within My Hands Foundation. Their 2021 Wolverine X Metallica Scholars collaboration raised funds for workforce education programs and community colleges, to provide skills and support to students looking to enter a traditional trade or applied learning program. Since launching the partnership in 2019, Wolverine has contributed more than $300,000 to the Metallica Scholars Initiative.
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 or Associate General Counsel will provide a summary and copies of all correspondence (other than solicitations for services, products or publications) as applicable at each regularly scheduled 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 or Associate General Counsel will alert individual directors if an item warrants a prompt response from the individual director prior to the next regularly scheduled meeting. Items warranting a prompt response, but not addressed to a specific director, will be routed to the applicable committee Chairperson.
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Proposal 1 — Election of
Directors for Terms Expiring
in 2025
The Company's Board consists 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 four directors for election at the Annual Meeting: Jeffery M. Boromisa, Gina R. Boswell, Brendan L. Hoffman, and David T. Kollat. Each director has been nominated to serve for a three-year term expiring at the annual meeting of shareholders to be held in 2025 or until his/her successor, if any, has been elected and is qualified.
All director nominees other than Mr. Hoffman 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. Boromisa and Kollat and Ms. Boswell at the Company's 2019 Annual Meeting. Mr. Hoffman was appointed to the Board in 2020 on the recommendation of the Company’s Governance Committee after being hired as the President of the Company.
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 four nominees and the other 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 2025
JEFFREY M. BOROMISA
Age: 67
Director since: 2006

Select Business Experience:
Retired Executive Vice President of Kellogg International, President of Latin America; Senior Vice President of Kellogg Company
Board Committees:
Audit (Chair)
Compensation
Other Public Directorships:
None
Career Highlights:
Mr. Boromisa worked at Kellogg Company, a global food manufacturing company, and its affiliates from 1981 to 2009. From 2008 through his retirement in May 2009, Mr. Boromisa was Executive Vice President of Kellogg International, President of Latin America; and Senior Vice President of Kellogg Company. From 2007 until 2008, Mr. Boromisa served as Executive Vice President of Kellogg International, President of Asia Pacific and Senior Vice President of Kellogg Company. From 2004 through 2006, he was Senior Vice President and Chief Financial Officer of Kellogg Company. In addition, beginning in 2004 and through his retirement, Mr. Boromisa was a member of Kellogg Company's Global Leadership Team. Prior to 2004, Mr. Boromisa occupied various leadership positions with Kellogg. Mr. Boromisa is also a director at Haworth International, Inc., a privately held, multinational, office furniture design and manufacturing company.
Experience and Skills:
With nearly 30 years of experience at Kellogg Company, including serving as its Chief Financial Officer and leading various operational business units, Mr. Boromisa has obtained international business, brand building and finance expertise.
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GINA R. BOSWELL
Age: 59
Director since: 2013

Select Business Experience:
Retired President, Customer Development, Unilever U.S.A.
Board Committees:
Compensation Governance
Other Public Directorships:
ManpowerGroup Inc.
ACCO Brands Corporation
Career Highlights:
From May 2017 until her retirement in October 2019, Ms. Boswell was the President, Customer Development for Unilever U.S.A., one of the largest markets for Unilever PLC / Unilever N.V., a multinational consumer goods company whose products include Dove, Vaseline, Lipton, and Hellman's. From September 2015 to May 2017, Ms. Boswell served as Executive Vice President and General Manager for Unilever UK & Ireland. From 2011 to September 2015, Ms. Boswell served as Executive Vice President, Personal Care for Unilever PLC / Unilever N.V. From 2008 to 2011, Ms. Boswell served as President, Global Brands, for The Alberto Culver Company, a consumer goods company. Ms. Boswell has held numerous other senior leadership positions with other leading global companies, including Avon Products, Inc., Ford Motor Company, and Estee Lauder Companies, Inc. Ms. Boswell is a member of the board of ManpowerGroup Inc., a publicly traded workforce solutions company, and ACCO Brands Corporation, a publicly traded academic, consumer and business products company.
Experience and Skills:
Through senior leadership roles with leading branded companies, Ms. Boswell has obtained expertise in brand building, international business, marketing, digital/eCommerce and finance, and her service as a director of public companies has given her experience with public company governance and related matters.
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BRENDAN L. HOFFMAN
Age: 53
Director since: 2020

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: 83
Director since: 1992

Select Business Experience:
President and Chairman, 22, Inc.
Board Committees:
Independent Lead Director
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 is Lead Independent Director of Wolverine Worldwide, a position he has held since 2007. 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 1994-2018.
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 a Lead Independent Director and chair of nominating, audit and compensation committees.

Dr. Kollat offered his resignation pursuant to the requirements of the Corporate Governance Guidelines because he is older than 72. The Board has determined that it is in the best interests of shareholders for Dr. Kollat to continue to serve as a director and Dr. Kollat is willing to continue to serve as a director. The Board did not accept Dr. Kollat’s offer to resign and nominated him for an additional three-year term.
BOARD RECOMMENDATION
The Board recommends that you vote “FOR” the election of the above nominees for proposed terms expiring in 2025.
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Directors with Terms
Expiring in 2023
WILLIAM K. GERBER
Age: 68
Director since: 2008

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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BLAKE W. KRUEGER
Age: 68
Director since: 2006

Select Business Experience:
Executive Chairman of Wolverine Worldwide
Board Committees:
None
Other Public Directorships:
None
Career Highlights:
Mr. Krueger is Executive Chairman of Wolverine Worldwide, a position he assumed in January 2022. Prior to becoming Executive Chairman, Mr. Krueger served as Chief Executive Officer of the Company starting in April 2007 and Chairman of the Board starting in January 2010. He also served as President of Wolverine Worldwide from April 2007 until September 2020. From October 2005 until April 2007, Mr. Krueger served as President and Chief Operating Officer of Wolverine Worldwide. From 2004 to October 2005, he served as Executive Vice President and Secretary of Wolverine Worldwide and President of its Heritage Brands Group. From 2003 to 2004, Mr. Krueger served as Executive Vice President and Secretary of Wolverine Worldwide and President of the Company's Caterpillar Footwear Group. He also previously served as Executive Vice President, General Counsel and Secretary of Wolverine Worldwide with various responsibilities including human resources, retail, business development, accessory licensing, mergers and acquisitions and legal. Mr. Krueger serves as a director of Bissell Homecare, Inc., a privately held company and leading brand of floor care appliances.
Experience and Skills:
Mr. Krueger's more than 25 years in senior leadership roles with the Company have provided him expertise in footwear and apparel, retail, international business and finance, and his board experience at the Company and Professionals Direct, Inc., a former publicly traded insurance company, has given him extensive experience with public company governance and related matters.
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NICHOLAS T. LONG
Age: 63
Director since: 2011

Select Business Experience:
Managing Partner, Bridger Growth Partners, LLC; Retired Chief Executive Officer of MillerCoors LLC
Board Committees:
Compensation (Chair) Governance
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.
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: 64
Director since: 2021

Select Business Experience:
Retired Executive Vice President & Global Chief Human Resources Officer of Walgreens Boots Alliance Inc.
Board Committees:
None
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.
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Directors with Terms
Expiring in 2024
BRENDA J. LAUDERBACK
Age: 71
Director since: 2003

Select Business Experience:
Chair of Denny's Corporation; Retired President of the Wholesale and Retail Group of Nine West Group, Inc.
Board Committees:
Audit
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.
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DAVID W. MCCREIGHT
Age: 59
Director since: 2019

Select Business Experience:
Chief Executive Officer and Director of Lulu's Fashion Lounge Holdings, Inc.
Board Committees:
Compensation Governance
Other Public Directorships:
CarMax, Inc.
Lulu's Fashion Lounge Holdings, Inc.
Career Highlights:
Mr. McCreight has served as the Chief Executive Officer and Director of Lulu's Fashion Lounge Holdings, Inc., an online retail platform for women's apparel and accessories, since April 2021. From 2016-2018 Mr. McCreight was President of URBN, the parent company of multinational lifestyle brands Anthropologie, Urban Outfitters, and Free People. Between 2011 and 2018, Mr. McCreight was the Chief Executive Officer of Anthropologie Group, the primary brand of which is Anthropologie, a leading multinational and multichannel lifestyle brand. Prior to that, Mr. McCreight was the President of Under Armour, Inc. from 2008 through 2010 and Lands' End, Inc. through 2008.
Experience and Skills:
Through more than 30 years of senior leadership positions with leading multinational and multichannel apparel, footwear, accessories, and lifestyle brands, Mr. McCreight has obtained global direct-to-consumer and international business experience. Mr. McCreight also has strong leadership and business experience from his service on public company boards, including Lulu's Fashion Lounge Holdings, Inc. and CarMax, Inc., as well as DavidsTea, Inc., where he served as a director from 2014 to 2018. In 2019, Mr. McCreight became a Governance fellow of the National Association of Corporate Directors.
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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 Executive Chairman of the Board. In addition, since 1993, the independent directors have annually elected a Lead Independent Director who performs a role in many ways similar to an independent Chairman. The Board believes that this leadership structure is in the best interests of the Company and its shareholders at this time because it provides the Board with effective independent oversight of management. Specifically, the Lead Independent Director has the following enumerated responsibilities:
Serve, as necessary, as a liaison between the Executive Chairman and the independent directors
Preside over Board meetings in the absence of the Executive 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
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 8 of the Company's 10 directors are independent. Only Messrs. Krueger and Hoffman are not independent. In addition, the Board determined that Roxane Divol and Michael A. Volkema, who served as directors until May 27, 2021 and May 3, 2021, respectively, were independent during the time they served as directors. 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; or 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
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
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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 2021, all directors then serving on the Board attended the 2021 Annual Meeting of Shareholders, and all directors attended at least 75% of the meetings of the Board (9 meetings in 2021) 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.
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)
Gerber
Lauderback
Number of Meetings in 2021
7
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 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
Long (Chair)
Boromisa
Boswell
Gerber
McCreight
Number of Meetings in 2021
7
Highlighted Responsibilities
Assists the Board in fulfilling its responsibilities relating to executive compensation and the Company's compensation and benefit policies and programs
Oversees the overall compensation structure, policies and programs, including whether the compensation structure establishes appropriate incentives for management and employees
Oversees the Company's management of risks relating to management resources, organization structure and succession planning, hiring, development and retention processes, as well as those relating to the Company's compensation structure, policies and programs
GOVERNANCE COMMITTEE
Committee Members
Lauderback (Chair)
Boswell
Long
McCreight
Number of Meetings in 2021
6
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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Non-Employee Director Compensation
in Fiscal Year 2021
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 53, and broader industry market surveys (FW Cook 2019 Director Compensation Report and NACD 2019-2020 Director Compensation Report). No adjustments were made to 2021 director compensation based on this review. The Company removed temporary reductions to director cash fees that were implemented in 2020 as part of the Company’s overall response to the COVID-19 pandemic.
The following table provides information regarding the compensation of the Company's non-employee directors for fiscal year 2021. In 2021, Messrs. Krueger and Hoffman received compensation for their services as the Company's CEO and President, respectively, but did not receive any additional compensation for service as chairman or as a director.
Fees Paid in
Cash
Cash Amounts
Voluntarily
Deferred
Fees Earned or
Paid in Cash1
Restricted
Stock Unit
Awards2
Totals
Boromisa
-
+
$127,000
=
$127,000
+
$135,009
=
$262,009
Boswell
$99,000
+
-
=
$99,000
+
$135,009
=
$234,009
Divol
$51,000
+
-
=
$51,000
+
-
=
$51,000
Gerber
$102,000
+
-
=
$102,000
+
$135,009
=
$237,009
Kollat
$135,000
+
-
=
$135,000
+
$170,039
=
$305,039
Lauderback
$119,500
+
-
=
$119,500
+
$135,009
=
$254,509
Long
$119,500
+
-
=
$119,500
+
$135,009
=
$254,509
McCreight
$99,000
+
-
=
$99,000
+
$135,009
=
$234,009
Volkema
$25,500
+
$25,500
=
$51,000
+
-
=
$51,000
Wilson-Thompson
$7,500
+
$41,667
=
$49,167
+
$135,009
=
$184,176
1.
Represents cash payments received or deferred by directors for fiscal year 2021. 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-employee directors in fiscal year 2021, calculated in accordance with Accounting Standard Codification (“ASC”) Topic 718, without regard to estimated forfeitures. These grants represent the standard annual director restricted stock unit grant made in accordance with the director compensation program. The chart below lists the aggregate outstanding option awards (granted prior to 2018) and restricted stock units held by non-employee directors at the end of fiscal year 2021. For valuation assumptions, see the Stock Based Compensation footnote to the Company's Consolidated Financial Statements for fiscal year 2021 included in its Annual Report on Form 10-K for fiscal year 2021.
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Name
Option Awards Outstanding at
January 1, 2022
(#)
Restricted Stock Units held at
January 1, 20221
(#)
Boromisa
49,940
17,343
Boswell
12,854
3,118
Divol
-
-
Gerber
44,278
3,118
Kollat
62,242
14,153
Lauderback
49,940
3,118
Long
49,940
17,343
McCreight
-
9,258
Volkema
-
-
Wilson-Thompson
-
3,118
1.
Includes 14,225, 10,226, 14,225 and 6,140 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.
The following table shows the non-employee director compensation program for fiscal year 2021:
Compensation Plan for 2021
Component
Cash
Restricted Stock Units1
Annual Director Fee
$75,000
Number of restricted stock units “RSUs” with a grant date value of $135,000.
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
$17,500
 
Lead Director Annual Fee
In lieu of the standard Annual Director Fee, the Lead Director was paid a Cash Retainer of $135,000.
In lieu of the standard RSU grant, the Lead Director received a number of RSUs with a grant date value of $170,000.
1.
For fiscal year 2021, Messrs. Boromisa, Gerber, Long, McCreight and Mses. Boswell, Wilson-Thompson and Lauderback each received 3,118 restricted stock units, and Dr. Kollat received 3,927 restricted stock units. The above restricted stock units were granted in May 2021 under the Stock Incentive Plan of 2016, as amended, and vest one year from the date of grant.
Director Deferred Compensation Plan. The Company's Amended and Restated Outside Directors' Deferred Compensation Plan (the “Director Deferred Compensation Plan”) is a supplemental nonqualified deferred compensation plan for non-employee directors. A separate non-employee director deferred compensation plan applies to benefits accrued under that plan before January 1, 2005. The Director Deferred Compensation Plan permits all non-employee directors to voluntarily defer, at their option, 25%, 50%, 75% or 100% of their director cash fees. The Company establishes a book account for each non-employee director and credits the director's account with a number of stock units equal to the amounts voluntarily deferred, divided by the closing market price of common stock on the payment/deferral date. The Company also credits director accounts with dividend equivalents on amounts previously deferred in the form of additional stock units. The amounts credited to director accounts are treated as if invested in Wolverine Worldwide common stock. The number of stock units held in director accounts is set forth under the “Stock Ownership By Management and Others” table below.
Upon a director's termination of service, or such later date as a director selects, the Company will distribute the stock units in the director's book account in shares of Wolverine Worldwide common stock in either a single, lump sum distribution or annual installment distributions over a period of up to 20 years (10 years under the plan for benefits accrued before January 1, 2005) based on the director's election. The Company converts each stock unit to one share of Wolverine Worldwide common stock.
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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 66.
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 2021, 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 7, 2022:
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
12,414,723
12,503,983
-
-
12,503,983
15.36%
Earnest Partners, LLC2
1180 Peachtree Street NE
Suite 2300 Atlanta, GA 30309
4,330,221
5,731,524
-
-
5,731,524
7.04%
The Vanguard Group3
100 Vanguard
Boulevard
Malvern, PA 19355
-
8,778,285
154,683
228,823
9,007,108
11.07%
1.
Based solely on information set forth in a Schedule 13G/A filed on January 27, 2022.
2.
Based solely on information set forth in a Schedule 13G/A filed on February 11, 2022.
3.
Based solely on information set forth in a Schedule 13G/A filed on February 10, 2022.
4.
Based on 81,388,518 shares outstanding as of March 7, 2022.
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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 7, 2022, by each of the Company's directors and named executive officers and all of the Company's directors and executive officers as a group:
Amount and Nature of Beneficial Ownership of Common Stock1
Deferred
Stock Units,
Sole Voting
and/or
Investment
Power2,3
Shared Voting or
Investment
Power4
Stock
Options5
Total
Beneficial
Ownership
Percent
of Class6
Jeffrey M. Boromisa
64,552
58,681
49,940
173,173
*
Gina R. Boswell
12,114
6,140
12,854
31,108
*
William K. Gerber
44,473
-
44,278
88,751
*
Brendan L. Hoffman
29,291
-
-
29,291
*
David T. Kollat
215,221
103,081
62,242
380,544
*
Blake W. Krueger
983,817
18,634
1,072,126
2,074,577
2.50%
Brenda J. Lauderback
81,293
-
44,278
125,571
*
Nicholas T. Long
31,644
-
44,278
75,922
*
David W. McCreight
3,781
-
-
3,781
*
Isabel Soriano
11,363
-
-
11,363
*
Michael D. Stornant
-
190,999
107,312
298,311
*
Kathleen Wilson-Thompson
-
-
-
*
James D. Zwiers
17,270
23,779
97,979
139,028
*
All directors and executive officers as a group
(16 people)
1,618,746
401,314
1,630,282
3,650,342
4.40%
*
Represents beneficial ownership of less than 1%.
1.
The numbers of shares stated are based on information provided by each person listed and include shares personally owned of record and shares that, under applicable regulations, are considered to be otherwise beneficially owned.
2.
These numbers include restricted shares held, which are subject to forfeiture if the terms of the award are not satisfied and also include deferred stock units held by directors under the Directors' Deferred Compensation Plan.
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3.
The table does not include the following time-vested restricted stock units and performance units owned by directors and NEOs as of March 7, 2022:
Restricted
Units
Performance
Units
Boromisa
17,343*
-
Boswell
3,118
-
Gerber
3,118
-
Hoffman
135,524
201,852
Kollat
14,153*
-
Krueger
317,634
155,261
Lauderback
3,118
-
Long
17,343*
-
McCreight
9,258*
-
Soriano
17,249
16,452
Stornant
37,987
48,886
Wilson-Thompson
3,118
-
Zwiers
33,646
42,883
*
Includes 14,225, 10,226, 14,225, and 6,140 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.
4.
These numbers include shares over which the listed person is legally entitled to share voting or investment power by reason of joint ownership, trust or other contract or property right and shares held by spouses, children or other relatives over whom the listed person may have influence by reason of such relationship.
5.
The numbers represent shares that may be acquired within 60 days after March 7, 2022, by the exercise of stock options granted under Wolverine's various stock option plans. These numbers are also included in the Total Beneficial Ownership column.
6.
As of March 7, 2022, based on 81,388,518 shares outstanding on that date plus the number of stock options exercisable by the specified person(s) within 60 days of March 7, 2022, as indicated in the “Stock Options” 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 2021, the Company's NEOs were:
Blake W. Krueger
Executive Chairman, effective January 2, 2022 (Chairman and Chief Executive Officer until January 2, 2022)
Brendan L. Hoffman
President and Chief Executive Officer, effective January 2, 2022 (President until January 2, 2022)
Isabel Soriano
President, International Group
Michael D. Stornant
Senior 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 2021 Accomplishments and Financial Highlights
2021 was a successful year for the Company, as it executed its key growth pillars to fuel strong performance and consumer demand in the face of supply chain challenges and the continued impacts of the COVID-19 pandemic. Key financial highlights for the Company during fiscal 2021 included the following:
Annual revenue of $2.41 billion, representing nearly 35% growth over fiscal 2020. Excluding $117 million of revenue from the Sweaty Betty acquisition, organic revenue grew 28% in fiscal 2021, exceeding pre-pandemic fiscal 2019 revenue.
In August 2021, the Company acquired women’s activewear brand Sweaty Betty, a digitally-native, premium global apparel brand. This acquisition is expected to fuel growth and enhance the Company’s fast-growing eCommerce business.
Strong revenue growth across the Company’s four largest brands, with Merrell revenue growing year-over-year by 22%, Saucony by 57%, Sperry by 25%, and Sweaty Betty by 40% on a pro forma basis, assuming we acquired Sweaty Betty as of the first day of fiscal 2021. Merrell and Saucony achieved record annual revenue.
Direct to Consumer revenue grew significantly in fiscal 2021, up 47% including Sweaty Betty and up 23% organically, year-over-year. Direct to Consumer revenue represented 26% of total revenue in fiscal 2021, up from 15% of revenue in fiscal 2019.
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eCommerce revenue grew 40% compared to the prior year, and 109% compared to fiscal 2019. On an organic basis, eCommerce revenue grew 18% compared to the prior year, and 77% compared to fiscal 2019.
The Company continued its excellent track record of strong earnings leverage, with reported diluted earnings per share of $0.81 and adjusted diluted earnings per share of $2.09. Adjusted diluted earnings per share grew by 125% compared to the prior year, and by 113% organically.
Gross margin was 42.6%, compared to 41.1% in the prior year. Adjusted gross margin was 44.1%, compared to 41.5% in the prior year. Excluding Sweaty Betty, adjusted gross margin was 43.4% compared to 41.5% in the prior year.
Operating margin was 6.4%, compared to (7.7)% in the prior year. Adjusted operating margin was 10.6%, compared to 7.5% in the prior year. Excluding Sweaty Betty, adjusted operating margin was 10.7% compared to 7.5% in the prior year.
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2021 Compensation Program Overview
The Company's executive compensation program consists of base salary, annual bonus opportunity, long-term incentive compensation and benefits. A breakdown of base salary, annual performance bonus, and long-term incentive compensation is illustrated below:
ELEMENT
COMPONENT
METRICS
WHAT THE PAY ELEMENT REWARDS
 
 
 
 
 
 
 
 
Base
Salary
 
• Cash
• Fixed amount based on responsibilities, experience and market data
• Scope of core responsibilities, years of experience, and potential to affect the Company's overall performance
 
 
 
 
 
Annual Performance Bonus
 
• Company/Business
Unit Cash Bonus
• Individual Cash Bonus
• eCommerce Revenue Multiplier
• 85% revenue and adjusted pretax earnings
• 15% specific individualized performance targets
• Total payout can be adjusted upwards by up to 30% based on eCommerce revenue multiplier
• Achieving specific corporate business and/or divisional objectives over which the NEO has reasonable control
• Achieving specific personal objectives
• Achieving key financial metrics consistent with communicated objectives
 
 
 
 
 
Long-Term
Incentive Compensation
 
• Performance stock units
• Time-vested restricted stock units
• Uses the following performance metrics (weighted as indicated)
• 65% Adjusted earnings per share
• 35% Adjusted business value added
• Relative TSR adjusted total payout up/down up to plus or minus 25%
• Four-year vesting for time-vested restricted stock units
• Balances focus on near-term profitability with longer-term shareholder value creation
• Achieving long-term corporate objectives
• Driving long-term shareholder value
• Continued, long-term employment at Wolverine Worldwide
• Adjusted to increase (or reduce) payout based on relative TSR performance
• Time-vested restricted stock units reward increases in stock price
Pay at Risk
Under the Company's compensation program, a significant portion of the compensation awarded to the NEOs generally, and to the CEO in particular, is at risk (contingent upon the attainment of various pre-established short and long-term financial goals) and variable (contingent on the performance of the Company's stock price). NEO compensation that is significantly at risk and variable incentivizes superior business and financial performance and, by linking compensation with stock price performance, aligns the interests of executives with those of shareholders.
The following graphic illustrates the percentage of 2021 NEO target compensation that is at risk, reflecting the grant values and salary information from the February 2021 Compensation Committee actions. Ms. Soriano was promoted and became an executive officer midway through 2021 and is therefore not included in the NEO 2021 Target Total Compensation graphic.
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Here and throughout this Proxy Statement, unless explicitly stated, references to CEO compensation refer to Mr. Krueger’s compensation since he held that role in fiscal 2021. As noted above, effective January 2, 2022, Mr. Krueger transitioned to the role of Executive Chairman and Mr. Hoffman assumed the CEO position.

Long-Term Incentive Program Mix
The long-term incentive program is heavily weighted to at-risk compensation, with a mix for February 2021 grants of 50% performance stock units and 50% time vested restricted stock units for the NEOs (other than Ms. Soriano who was not an executive officer in February 2021 and thus received 40% performance stock units and 60% time vested restricted stock units).
2022 LTI Update:
In February 2022, the Committee approved LTI grants featuring performance stock units and time-vested restricted stock units with similar design features as described above, but more heavily weighted to performance stock units (70% of total LTI for Mr. Hoffman, our CEO, and 60% for the other NEOs), with the remaining amount allocated to time-vested restricted stock units. The Committee made this change to be more consistent with the Company’s historic practice and better aligned with shareholder expectations.
Compensation Best Practices
What we do
What we do not do
Vast majority of pay is at risk or variable, i.e., performance-based or equity-based or both

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

Broad-based clawback policy covering both cash and equity

Significant vesting horizon for equity grants

Double trigger equity acceleration

Independent Compensation Committee Consultant

Review executive compensation program to ensure it doesn't promote excessive risk taking

Proactively engage with top shareholders on compensation and governance issues

Conduct annual say-on-pay votes

Balance short-term and long-term incentives
No dividends or dividend equivalents on unearned performance shares/units

No repricing or replacing of underwater stock options

No excessive or unnecessary perquisites

No hedging, pledging or short sales of Company stock

No excise tax gross-ups in change-in-control agreements for new officers (hired after 2008)
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Compensation Discussion and Analysis
2021 COMPENSATION PROGRAM OVERVIEW
Setting Targets
Each February, the Committee recommends (and the independent directors approve) target compensation for the CEO for the upcoming year after considering the latest available information, including the Company's total shareholder return (“TSR”) and other business and financial performance, information provided by the Committee's compensation consultant regarding executive compensation trends and compensation paid to other chief executive officers of companies in the compensation peer group (described below), and information provided by management on recent Company performance and the Company's future business and financial outlook. The Committee's goal is to set the CEO's compensation in line with the anticipated market median compensation for that year.
Given the significant weight the Company's executive compensation program places on at risk and variable compensation, the compensation realized by the CEO and NEOs can be significantly affected, both positively and negatively, by performance against the various operational and financial performance metrics pre-established by the Committee and by the performance of the Company's stock. The Board and Committee believe such a compensation program aligns the interests of the CEO and other NEOs with the interests of the shareholders.
The Company's executive compensation program consists of four primary elements: base salary, annual bonus opportunity, long-term incentive compensation and benefits. These elements are described in greater detail below.
Base Salary
As part of approving an NEO's base salary, the Committee considers a variety of factors including individual responsibilities, experience, skills, and potential to affect Wolverine Worldwide's overall performance, as well as market surveys and peer group information. The Committee considers these compensation factors subjectively, and no single factor or combination of factors was determinative in setting base salaries for any NEO for fiscal year 2021.
Based on the above factors, the Committee approved the 2021 base salaries for the NEOs as noted in the following table. The Committee held CEO salary flat in 2021 for the seventh year in a row. The base salary increases for the other NEOs were based on their performance evaluations as well as consideration of peer group and broad-based industry compensation data, as described in detail below. Mr. Hoffman's 2020 base salary listed below is an annualized figure, and the actual amount received in 2020 (from his September 2020 start date with the Company through year-end) is included in the Summary Compensation Table on page 56. Ms. Soriano first became an executive officer midway through 2021 in connection with her promotion from Managing Director of EMEA to President of International Group. In connection with the increased responsibilities of her new role, her base salary was increased from $456,570 to $502,341 effective May 31, 2021. She also received a minor increase in March 2021 in connection with the Company’s annual performance evaluation process. The cash compensation for Ms. Soriano is paid in Pounds Sterling and was converted into U.S. dollars using the fiscal year-end rate of 1.33 here and throughout the CD&A.
Name
2020 Base Salary
2021 Base Salary
Krueger
$1,150,000
$1,150,000
Hoffman
$900,000
$930,000
Soriano
$439,009
$502,341
Stornant
$630,000
$675,000
Zwiers
$685,000
$695,000
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Annual Bonus
In 2021, each NEO had the opportunity to earn annual cash incentive compensation (“annual bonus”), consisting of a performance bonus and an individual performance bonus, and further subject to a modifier:
Key Factors
2021 Company Metrics
Performance Bonus
Based on performance measured against Company and/or business unit performance criteria established at the beginning of 2021

Revenue (50%)
Adjusted pretax earnings (50%)
Payout determined by comparing performance against four performance levels set for each pre-set criterion: threshold, target, goal, and stretch
 
 
Individual
Performance Bonus
Measured against individual performance criteria
Vary for each NEO
Each NEO's payout was determined by comparing individual performance against specific individual criteria set at the beginning of 2021
 
 
Payouts can range from 0% to 200% depending on the NEO's performance against individual performance objectives
 
 
Modifier
Total payout based on the above two components can be adjusted upwards by up to 30% based on eCommerce revenue
eCommerce revenue
A percentage of each NEO's 2021 base salary, as determined in February 2021, was set as the annual bonus target percentage (the