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

SCHEDULE 14A
(Rule 14a-101)

Information Required in Proxy Statement

Schedule 14A Information

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

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Letter from the Chairman of the Board

March 31, 2023

Dear Fellow Shareholders,

On behalf of the Board of Directors, it is my pleasure to invite you to attend the 2023 Annual Meeting of Shareholders of The Children’s Place to be held at 500 Plaza Drive, Secaucus, N.J. on Wednesday, May 10, 2023, at 8:30 a.m. Whether or not you plan to attend, it is important that your shares be represented and voted at the meeting. Please refer to “Other Information – Voting Information” on page 73 of the Proxy for more information on how to vote your shares.

The Company’s successful structural reset into a digital first retailer has set a solid foundation for future profitable growth and, we believe, will drive significant shareholder value over time. In fiscal 2022, higher margin digital sales grew to represent approximately 48% of net retail sales, and we continue to target a 60% digital penetration mark in full year 2024. Over the past year, we launched two brand initiatives, both of which are resonating with under-penetrated customer segments: our iconic Gymboree brand launched in the Amazon channel during 2022 and PJ Place, our newest brand, launched in October, in advance of the holiday season. Additionally, our targeted marketing strategies are having substantial success in building brand awareness and driving customer acquisition. Our wholesale strategy, centered around our strong and growing relationship with Amazon, also represents a major opportunity to drive future top- and bottom-line results. We are confident that our excellent product, complementary brands, omni-channel approach and differentiated wholesale strategy will provide additional growth opportunities in new customer demographics and drive value creation for our shareholders.

As a company focused on children’s product, we believe it is important that our business contribute to a healthy planet and equitable society for the benefit of future generations. In October 2022, the Company released its latest annual Environment, Social and Governance (ESG) Report. The ESG Report details the significant progress made on the Company’s environmental initiatives, including its science-based goals to reduce greenhouse gas (GHG) emissions, and the measurable targets to increase the use of more sustainable raw materials in its products and to reduce the use of water and chemicals in its global supply chain. The ESG Report also highlights the Company’s continued commitment to progress on social topics, including Board and workforce diversity, as demonstrated by our industry leading gender diversity statistics. We remain focused on equity in pay and opportunity, building an inclusive environment where all people feel welcomed and valued, giving back to children and families in need, and worker well-being in our global supply chain.

The Company continued its longstanding practice of engaging with our shareholders in 2022. We reached out to shareholders holding over 82% of our outstanding shares and independent Board members spoke with shareholders holding over 21% of outstanding shares. The Chair of our Corporate Responsibility, Sustainability & Governance Committee – Joseph Alutto – and the Chair of our Human Capital & Compensation Committee – Debby Reiner – together with members of senior management participated in all conversations with shareholders and feedback was shared with the entire Board. We greatly appreciate the time and effort our shareholders made to engage with us and we remain committed to doing right by our shareholders. For more information on our shareholder engagement efforts, please refer to the “Proxy Summary” and the “Compensation Discussion & Analysis” beginning on pages 1 and 32, respectively, of the Proxy.

In closing, I would like to say thank you to Joseph Alutto, a Director and Chair of our Corporate Responsibility, Sustainability & Governance Committee since 2008, who is retiring from the Board at the Annual Meeting. In reflecting on his many accomplishments during his tenure on the Board, including his key role as a Committee Chair and in shareholder engagement throughout his tenure, I express the Board’s and the Company’s sincerest gratitude for his many years of exemplary service.

Very truly yours,

Norman Matthews

Chairman of the Board

March 31, 2023

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

The 2023 Annual Meeting of Shareholders (the “Annual Meeting”) of The Children’s Place, Inc. (referred to in this Proxy Statement as “we”, “The Children’s Place” or the “Company”) will be held at 500 Plaza Drive, Secaucus, New Jersey on Wednesday, May 10, 2023, at 8:30 a.m. (Eastern), for the following purposes:

Shareholders of record at the close of business on March 22, 2023 (the “Record Date”) are entitled to vote at the Annual Meeting.

Your vote is important. We encourage you to vote by proxy, even if you plan to attend the Annual Meeting. You may vote your proxy via the internet or by telephone by following the instructions included on your proxy card. You may also vote by mail by signing, dating and returning your proxy card in the envelope provided. Voting now will not limit your right to change your vote and/or to attend the Annual Meeting.

By order of the Board of Directors,

Jared E. Shure
Senior Vice President, General Counsel and Corporate Secretary
The Children’s Place, Inc.
500 Plaza Drive
Secaucus, New Jersey 07094

If you have any questions or require any assistance with voting your shares, please contact:

MACKENZIE PARTNERS, INC.
1407 Broadway, 27th Floor
New York, New York 10018
(212) 929-5500 (Call Collect)
or

Call Toll-Free (800) 322-2885
Email: proxy@mackenziepartners.com

TABLE OF CONTENTS

2023 PROXY STATEMENT

I

2023 PROXY STATEMENT

1

PROXY SUMMARY

 

Fiscal 2022 Financial Performance Highlights

 

THE CHILDREN’S PLACE SALES ($b)		THE CHILDREN’S PLACE E-COMMERCE PENETRATION (% of Net Retail Sales)

 

THE CHILDREN’S PLACE RETURN MEASURES (Percentile of Our Peer Group1)

 

 

1	See “Peer Group” on Page 41

2

2023 PROXY STATEMENT

PROXY SUMMARY

 

Election of Eleven Members of the Board of Directors

 

The Board has nominated eleven persons for election at the Annual Meeting. Dr. Joseph Alutto, an independent director since 2008 and the Corporate Responsibility, Sustainability & Governance Committee Chair, is retiring from the Board at the Annual Meeting. The Board recommends that shareholders vote “FOR” each of the nominees named below. Our thoughtful approach to Board refreshment prioritizes gender and racial diversity, as well as relevant business and industry experience, when considering recruitment of directors, as demonstrated by the three newest sitting directors who joined the Board in the past three years – Mses. Griffin and Kountze, and Mr. Frascotti and our two new director nominees – Messrs. McDonald and Shaffer.

 

	Name, Tenure, Committees	Age	Gender Diversity	Racial Diversity	Other Public Company Boards
	John E. Bachman Independent Director since 2016 Audit Committee (Chair); Corporate Responsibility, Sustainability & Governance Committee	67			1
	Marla Beck Independent Director since 2015 Corporate Responsibility, Sustainability & Governance Committee	52			1
	Elizabeth J. Boland Independent Director since 2019 Audit Committee	63
	Jane Elfers Director since 2010 CEO and President	62
	John A. Frascotti Independent Director since 2021 Corporate Responsibility, Sustainability & Governance Committee (Chair, effective immediately following the Annual Meeting)	62			1
	Tracey R. Griffin Independent Director since 2020 Human Capital & Compensation Committee	58			1
	Katherine Kountze Independent Director since 2021 Audit Committee	60			1

	2023 PROXY STATEMENT	3

PROXY SUMMARY

 

	Name, Tenure, Committees	Age	Gender Diversity	Racial Diversity	Other Public Company Boards
	Norman Matthews Independent Director since 2009 Chairman of the Board Human Capital & Compensation Committee; Corporate Responsibility, Sustainability & Governance Committee	90			2
	Wesley S. McDonald Independent Director Nominee in 2023	60			2
	Debby Reiner Independent Director since 2019 Human Capital & Compensation Committee (Chair)	55
	Michael Shaffer Independent Director Nominee in 2023	59			1

 

Board Diversity Matrix
Total Number of Directors	11
Part I: Gender Identity	Female	Male	Non-Binary	Did Not Disclose Gender
Directors	6	5	—	—
Part II: Demographic Background
African American or Black	2	—	—	—
Alaskan Native or American Indian	—	—	—	—
Asian	—	—	—	—
Hispanic or Latinx	—	—	—	—
Native Hawaiian or Pacific Islander	—	—	—	—
White	4	5	—	—
Two or More Races or Ethnicities	—	—	—	—
LGBTQ+	—
Did not Disclose Demographic Background	—

4	2023 PROXY STATEMENT

PROXY SUMMARY

 

Highly Independent		Balanced Tenure		Diverse Perspectives

 

The Board has been shaped by actions taken over the years in furtherance of the Board’s policy of Director refreshment based on the Board’s annual self-assessment process and Director skill set mapping activities. An important function of our Corporate Responsibility, Sustainability & Governance Committee is to evaluate whether the members of our Board, as a whole, possess a mix of the diverse skills, backgrounds and experience that are necessary to further the Company’s strategy and address the risks we face in the rapidly changing business environment in which we operate. During fiscal 2022, as the Company continued to evolve, we enhanced our survey of director skills and experience to include the following areas: (i) Sourcing Operations, including Supply Chain & Distribution; (ii) Enterprise Risk Management/IT & Cybersecurity; and (iii) ESG.

 

The Board believes that the combination of backgrounds, skills and experience has produced a Board that is well-equipped to exercise oversight responsibilities on behalf of the Company’s shareholders and other stakeholders. The skills and experience of each Director are reflected in the table below.

 

Summary of Director Nominee Core Competencies
Experience/Attribute	Bachman	Beck	Boland	Elfers	Frascotti	Griffin	Kountze	Matthews	McDonald	Reiner	Shaffer
Leadership/Strategy
General Management/C-Suite Experience
Retail/Specialty Retail
Digital/Omni-Channel/Marketing
Sourcing Operations, including Supply Chain & Distribution
Governance/Public Board Service
ESG	ESG	ESG	SG	ESG	ESG			SG		ESG	ESG
Global Business/International Operations
Enterprise Risk Management/IT & Cybersecurity
Finance/Accounting

	2023 PROXY STATEMENT	5

6	2023 PROXY STATEMENT

	2023 PROXY STATEMENT	7

8	2023 PROXY STATEMENT

PROXY SUMMARY

 

Corporate Governance and Executive and Director Compensation Best Practices

 

The Board has proactively, with regular input from shareholders, enhanced the Company’s governance and executive compensation frameworks to support our business and align with market best practices.

 

Corporate Governance Best Practices
	Robust annual shareholder engagement activities
	Separate Chairman and CEO roles, with independent Board Chairman
	Declassified Board, with annual elections for all Directors
	Majority voting for all Directors
	Explicit disclosure regarding Board’s decision-making processes
	Sound practices on Director refreshment, succession planning and diversity
	Annual mapping of Director skill sets and experience to business strategy
	Annual Board, Committee and individual independent Director self-assessments
	Limit on Director participation on outside public company boards
	Special meeting rights for shareholders (25% ownership threshold)
	Proxy access
	Updated advance notice provisions to lengthen notice window for the submission of stockholder proposals
	No supermajority voting requirements
	Robust risk management activities
	Publication of a comprehensive annual ESG report aligned to SASB guidelines and GRI standards
	Expanded oversight of ESG topics across Board Committees
Executive and Director Compensation Best Practices
	Value driving performance metrics in the annual bonus plan and LTIP that measure progress on our financial results, strategic growth initiatives and include both a sustainability and a diversity core metric in LTIP awards
	Robust stock ownership guidelines and holding requirements for our CEO, other senior executives (including our NEOs) and independent Directors
	No tax gross-ups (excluding those in connection with standard relocation expenses)
	All equity subject to “double trigger” vesting upon a change in control
	Cap on the aggregate fair market value of equity awards made to each independent Director in any calendar year
	Annual compensation risk assessment by management and an independent compensation consultant
	Annual peer group review by an independent compensation consultant
	Incentive compensation clawback policy (in place prior to new SEC regulation) in the case of financial restatements and other activity that is in conflict with or adverse to the interests of the Company, applicable to both the annual bonus plan and LTIP
	No hedging and pledging activities in Company stock by our Directors, executives (including our NEOs) and employees
	Bonus and performance share caps
	Annual benchmarking of independent Director compensation by an independent compensation consultant

	2023 PROXY STATEMENT	9

CORPORATE GOVERNANCE AT THE CHILDREN’S PLACE

Our Corporate Governance Framework

The Board strongly believes that good corporate governance accompanies and aids our long-term business success.

Corporate Governance Policies and Practices

Board and Committee Independence

Board Composition and Continuous Evaluation

10	2023 PROXY STATEMENT

CORPORATE GOVERNANCE AT THE CHILDREN’S PLACE

Board Engagement

	2023 PROXY STATEMENT	11

CORPORATE GOVERNANCE AT THE CHILDREN’S PLACE

Board and Committee Oversight

12	2023 PROXY STATEMENT

CORPORATE GOVERNANCE AT THE CHILDREN’S PLACE

For more detailed information on the changes described above concerning our Board Committees’ oversight responsibilities, see “Board of Directors and Board Committees” beginning on page 15 below.

Ensuring Board Accountability

Ensuring Management Accountability

	2023 PROXY STATEMENT	13

CORPORATE GOVERNANCE AT THE CHILDREN’S PLACE

Board Leadership Structure

Established Policies Guide Governance and Business Integrity

14	2023 PROXY STATEMENT

CORPORATE GOVERNANCE AT THE CHILDREN’S PLACE

Director Access to Management

Shareholder Access to the Board of Directors

Consideration of Board Nominees

Board of Directors and Board Committees

Board of Directors. The Board oversees the business, assets, affairs and performance of the Company. At the end of fiscal 2022, the Board had ten Directors, with nine independent Directors and one employee Director, our CEO. Eleven board members have been nominated for election at the Annual Meeting, including our two new director nominees, Messrs. McDonald and Shaffer. Joseph Alutto will continue to serve as a Director through the date of the Annual Meeting and is not standing for re-election to the Board.

Committees of the Board of Directors. The Board has three standing Committees: the Corporate Responsibility, Sustainability & Governance Committee, the Human Capital & Compensation Committee and the Audit Committee. The members of the Board’s Committees at the end of fiscal 2022 were as follows:

	2023 PROXY STATEMENT	15

CORPORATE GOVERNANCE AT THE CHILDREN’S PLACE

Corporate Responsibility, Sustainability & Governance Committee

The Corporate Responsibility, Sustainability & Governance Committee is responsible for overseeing the Company’s ESG risk management activities, including environmental initiatives, and social topics such as responsible sourcing in the Company’s global supply chain. This Committee is also charged with the oversight of the Company’s corporate governance policies and practices.

Environmental Initiatives

The Corporate Responsibility, Sustainability & Governance Committee oversees the Company’s environmental strategies, initiatives and goals. We believe that purpose-led companies such as ours have the opportunity and responsibility to work to ensure that our business contributes to a healthy planet. We focus on topics that are important to our long-term success and where we believe we can have the most positive impact. The Corporate Responsibility, Sustainability & Governance Committee oversees our environmental initiatives which aim to:

In designing and implementing the Company’s environmental initiatives, we identify areas where we believe we can make a difference and establish quantitative goals in an effort to positively impact the communities and environments affected by our business. To have the greatest impact, we collaborate with experts, non-governmental organizations (“NGOs”), other non-profit organizations, industry peers, and third-party vendors and factories to identify and implement initiatives. The Corporate Responsibility, Sustainability & Governance Committee oversees the Company’s commitment to a long-term approach across its global operations to act responsibly and efficiently.

Social Topics

The Company’s commitment to positive social practices includes our responsible sourcing activities in our global supply chain where we partner with our global third-party vendors and factories, NGOs and others in supporting workers’ health, safety and well-being. The Company monitors compliance by its third-party vendors and factories with the Company’s Vendor Code of Conduct, local laws and ethical business practices to help ensure fair and safe work conditions for the people who make the Company’s products. The Company also recognizes the importance of eliminating forced labor within the supply chain and its increasing significance in light of recent reports of human rights abuses in various regions of the world. In addition, the Company supports and sponsors a number of worker well-being programs designed to improve the daily lives of the predominantly female factory workers who make its products. The Company’s commitment to having a positive social influence also extends to its charitable mission of supporting children and families in need.

The Corporate Responsibility, Sustainability & Governance Committee regularly receives reports from executives overseeing the above initiatives and topics. In turn, the Chair of the Corporate Responsibility, Sustainability & Governance Committee regularly updates the full Board on the Committee’s activities.

For additional information concerning the Company’s environmental and social initiatives and goals, please refer to the Company’s ESG Report, which can be found on the Company’s corporate website at http://corporate.childrensplace.com under the ESG section, and the Company’s Annual Report on Form 10-K for fiscal 2022. The ESG Report includes 26 public goals across our global operations, and reports against SASB guidelines, GRI core standards and United Nations Sustainable Development Goals and has been prepared in accordance with the GRI Standards Core option and the SASB Apparel, Accessories & Footwear Sustainability Accounting Standard.

16	2023 PROXY STATEMENT

CORPORATE GOVERNANCE AT THE CHILDREN’S PLACE

Governance Matters

The Corporate Responsibility, Sustainability & Governance Committee recommends nominees for Directors and administers the formal Board, Committee and individual Director self-evaluation procedures. It also oversees and reviews the Company’s corporate governance policies, guidelines and practices and makes recommendations to the Board regarding corporate governance and Board and Committee structure.

Human Capital & Compensation Committee

The Human Capital & Compensation Committee has the oversight responsibility for the Company’s human capital management policies and practices, including diversity, equity and inclusion topics and associated risks. The Human Capital & Compensation Committee also is charged with the oversight of the Company’s executive compensation policies, practices and plans and associated risks.

Human Capital Management

The Human Capital & Compensation Committee is actively engaged in overseeing the Company’s human capital management strategies, including our talent and succession planning initiatives designed to attract, develop, engage, reward and retain top retail, digital and business leaders who can drive our financial performance and strategic growth initiatives and contribute to building long-term shareholder value. The Company has benefited greatly from the stability of our senior leadership team, who have an average tenure of approximately seven years, led by our CEO who has led the Company for over a decade. The Human Capital & Compensation Committee’s involvement in leadership development and succession planning is systematic and ongoing, culminating in an annual review at the Board level of succession plans for all senior leaders of the Company’s management team, inclusive of development strategies for top talent within the Company.

	2023 PROXY STATEMENT	17

CORPORATE GOVERNANCE AT THE CHILDREN’S PLACE

Diversity, Equity and Inclusion

In fiscal 2021, the Board approved the assignment of oversight responsibilities for human capital management activities and risks, including DE&I, to the Human Capital & Compensation Committee.

To improve the Board’s understanding of the Company’s culture and talent pipeline, the Board and its Committees periodically meet with high-potential executives in formal and informal settings. More broadly, the Human Capital & Compensation Committee and the Board are regularly updated on key talent metrics for the overall workforce, including diversity and inclusion, pay equity, employee relations, recruiting and development programs, and overall progress against the Company’s human capital development strategies. Diversity and inclusion are top priorities for the Company, and we actively strive to ensure that our workplace includes a range of perspectives and backgrounds at the Board level, in senior leadership, and throughout our management and associate base. The Company reports annually on employment data, including ethnicity, in line with Equal Employment Opportunity Commission guidelines, publishes its complete EEO-1 data on its corporate website, and continues to focus on building a culture which supports diversity, equity and inclusion, and which works to ensure fair compensation and opportunity for all employees regardless of gender or race.

The Company is women-led and believes that it is positioned to outperform industry standards by employing diverse teams operating in an inclusive environment. Over 85% of our customers are women and we are proud of our industry-leading gender diversity statistics across every level of the organization:

Our women-led workforce deeply understands the wants and needs of our customer base, allowing the voice of the customer to be at the forefront of every decision we make. This is a key differentiator in the marketplace and helps us to ensure that we deliver on our brand promise. To underscore these efforts, the Company has established a goal to maintain our industry leading position of at least 80% representation of women in our overall workforce and maintain at least 50% representation of women in our corporate leadership positions.

The Company’s position is further enhanced by the diversity of teams across its stores, distribution centers and corporate headquarters, in its senior leadership team and at the Board level. The Company has broad representation of races and ethnicities throughout the organization, with 67% of the Company’s overall workforce identifying as racially or ethnically diverse and associates identifying as racially or ethnically diverse representing 72% of new hires and 64% of promotions during fiscal 2021. The Company has reinforced its commitment to ensure that its workforce is reflective of local demographics and the customers the Company serves by setting a new goal to double the representation of Black/African American associates at its U.S. corporate offices by 2025. The Company seeks to uphold its diverse and inclusive culture by striving to ensure its talent acquisition programs sustain and grow diverse representation across its workforce, promoting talent from within, building an inclusive culture through awareness and education, and rewarding all employees equitably.

For additional information concerning the Company’s DE&I initiatives and EEO-1 data, please refer to the Company’s ESG Report, which can be found on the Company’s corporate website at http://corporate.childrensplace.com under the ESG section, and the Company’s Annual Report on Form 10-K for fiscal 2022.

18

2023 PROXY STATEMENT

CORPORATE GOVERNANCE AT THE CHILDREN’S PLACE

Executive Compensation

The Human Capital & Compensation Committee reviews and recommends to the Board our CEO’s compensation, and with input from senior management, reviews and approves the compensation of our other executive officers. The Human Capital & Compensation Committee establishes our management compensation policies, reviews the terms of the Company’s incentive compensation plans and programs, and oversees the implementation and operation of these plans and programs. In addition, the Human Capital & Compensation Committee makes recommendations to the Board regarding the compensation of independent Directors.

The Human Capital & Compensation Committee is also responsible for reviewing and assessing potential risk arising from the Company’s compensation policies and practices. Each year, in conjunction with its independent compensation consultant and management, the Human Capital & Compensation Committee conducts a risk assessment of the Company’s compensation policies and practices to ascertain any potential material risks that may be created by the policies and practices. In fiscal 2022, the Human Capital & Compensation Committee considered the findings of the risk assessment and concluded that the Company’s compensation programs and practices are aligned with the interests of our shareholders, appropriately reward pay for performance, and do not promote excessive or imprudent risk-taking.

The Human Capital & Compensation Committee has the authority to retain the services of compensation consultants to provide it with recommendations, advice and information on various compensation matters, including the Company’s compensation of the CEO, the Company’s other executive officers and independent Directors. Acting in the capacity of an independent compensation consultant, Frederic W. Cook & Co. (“FW Cook”) advises the Human Capital & Compensation Committee with respect to the Company’s compensation policies and practices, the design and implementation of executive compensation plans and programs, and such other matters as the Human Capital & Compensation Committee may direct. FW Cook provides the Human Capital & Compensation Committee with benchmarking data concerning the compensation paid to senior executives and independent directors by companies in the Company’s peer group and the retail industry. FW Cook works directly with the Human Capital & Compensation Committee and its Chair, and meets with the Committee in executive sessions. FW Cook does not provide any services to the Company. The Human Capital & Compensation Committee has determined that FW Cook is independent and does not have any conflict of interest in its dealings with the Human Capital & Compensation Committee. The Human Capital & Compensation Committee made this determination, in part, by reviewing and considering the factors set out by the applicable rules and regulations of the SEC and NASDAQ covering independence, conflicts of interest and compensation advisors.

Human Capital & Compensation Committee Interlocks and Insider Participation

None of the members of the Human Capital & Compensation Committee is or has been an officer of the Company, none was an employee of the Company during fiscal 2022, and none had any relationship with the Company or any of its subsidiaries during fiscal 2022 that would be required to be disclosed as a transaction with a related person. None of the executive officers of the Company has served on the board of directors or compensation committee of another company at any time during which an executive officer of such other company served on the Company’s Board or the Human Capital & Compensation Committee.

2023 PROXY STATEMENT

19

CORPORATE GOVERNANCE AT THE CHILDREN’S PLACE

Audit Committee

The Audit Committee has oversight responsibility for the Company’s financial and enterprise risk management activities:

Reporting, Controls and Internal Audit

The Audit Committee monitors the preparation and integrity of our financial statements, our overall financial disclosure practices, the soundness of our system of internal financial controls, our compliance with good accounting practices and the adoption of new accounting standards. The Audit Committee also has oversight responsibility for the performance of our internal audit function and, in this capacity, the Audit Committee approves the annual internal audit plan. The Audit Committee regularly meets in executive sessions with the Company’s independent registered public accounting firm outside the presence of management, and also meets separately in executive sessions with members of senior management and with the head of our internal audit department.

Independent Auditors

The Audit Committee is responsible for the appointment of our independent registered public accounting firm, the oversight of the scope of its audit work and the determination of its compensation. In discharging this responsibility, the Audit Committee reviews our current firm’s qualifications, performance, control procedures and independence, all in accordance with regulatory requirements and guidelines, and periodically considers whether a change in the independent registered public accounting firm is recommended. As part of this evaluation, the Audit Committee considers a number of factors, including the current firm’s capabilities and expertise, industry knowledge and experience, the quality and performance of the lead engagement partner, other professionals and specialists on the audit team, audit methodology, including use of technology, and continuity for the Company. Based on this evaluation, the members of the Audit Committee believe that the selection of EY, our independent registered public accounting firm since 2018, to continue to serve as our independent registered public accounting firm for fiscal 2023, is in the best interests of the Company and our shareholders.

Cybersecurity and Privacy

The Company considers cybersecurity and privacy to be important issues affecting the enterprise both in terms of reputational risk and economic risk. The Company has implemented comprehensive controls consistent with the requirements of the International Organization for Standardization (“ISO”) and assesses cybersecurity maturity levels against the National Institute of Standards and Technology (“NIST”) framework to set appropriate standards, guidelines and best practices to manage cybersecurity-related risk. The Audit Committee is responsible for the oversight of the Company’s cybersecurity risk identification and mitigation activities, receives reports on these activities on a regular basis, and provides reports regularly to the Board.

20

2023 PROXY STATEMENT

CORPORATE GOVERNANCE AT THE CHILDREN’S PLACE

The Company’s cybersecurity program is a continuous process where we strive to:

To keep pace with ever-evolving threats and industry best practices, the Company has made, and will continue to make, sizeable investments in the building and development of cybersecurity talent and expertise, and the implementation of state-of-the-art systems and tools. We employ benchmarking to understand best practices and industry trends. We conduct security and compliance assessments throughout the year to validate the efficiency of our programs and practices. We also periodically engage an independent third-party expert to assess our cybersecurity maturity level against our Peer Group and the retail industry. The results of this maturity assessment inform our cybersecurity development roadmap going forward and are presented to the Audit Committee and the Board of Directors by our senior management and representatives from the third-party expert.

Katherine Kountze, who is a cybersecurity expert and an experienced information technology C-Suite executive, is a member of the Company’s Board of Directors and also sits on the Audit Committee. Five other members of the Board are also experienced in data security matters – Ms. Elfers, our CEO; Mses. Beck, Boland and Griffin, the latter two of whom each hold or have held key senior financial and operational executive positions at their respective companies; and Mr. Bachman, who is the Chair of the Audit Committee (and chairs the audit committee of another public board).

In an effort to ensure that the Company’s employees are familiar with the Company’s data security and protection policies and enable them to proficiently handle the threat of cyber-attacks, all employees are required to participate in a cybersecurity awareness training program annually. Our financial, information-technology and other associates who have administrative authority or access to sensitive information are required to attend additional training courses during the year. The Company also circulates cyber awareness materials on a periodic basis on its intranet and holds a “Cyber Awareness Month” each year to promote the importance of cybersecurity topics.

The Company’s SRC meets regularly throughout the year to discuss security risks and is advised by third-party experts where appropriate (e.g., technical and legal experts on cybersecurity and business continuity matters). The Company’s information security team receives daily alerts from the Cybersecurity & Infrastructure Security Agency, part of the U.S. Department of Homeland Security, in an effort to proactively manage the remediation of any new items that may arise. Given that remote working arrangements have increased significantly during the COVID-19 pandemic, the Company monitors internal network activity on a daily and weekly basis.

The Audit Committee receives reports concerning the activities of the SRC and dedicates at least two meetings each year to an in-depth discussion of enterprise risk topics with the SRC’s members, including topics related to cybersecurity. Subsequently, the Board receives updates from the Audit Committee regarding the Company’s risk identification and mitigation activities, including matters related to cybersecurity, and if necessary, the Audit Committee directs the SRC to provide reports on important activities directly to the Board.

In the event of a suspected data security incident, the Company has in place a cybersecurity incident response team, comprised of members of the Company’s information security, internal audit and legal teams, and whose function is to respond to any such incident, define and seek to control the extent of the incident, assess and remediate any damage caused, and implement measures designed to prevent future reoccurrences. Reports of significant incidents and significant mitigation efforts are provided to the Company’s SRC, and as necessary, to the Audit Committee and the Board.

2023 PROXY STATEMENT

21

CORPORATE GOVERNANCE AT THE CHILDREN’S PLACE

Business Continuity Management

The Audit Committee oversees the Company’s business continuity management program, consisting of both crisis management and disaster recovery activities. The Company’s crisis management efforts include identification of the roles, responsibilities, actions and events to occur during the first 24-hour period following the occurrence of a crisis; our disaster recovery efforts cover the activities to occur following that initial 24-hour period to ensure our technology, systems, people, company locations and business operations are active or are successfully reactivated as necessary. Business continuity management strategies and capabilities are tested and monitored through periodic meetings of a cross-functional team of Company management. In addition, except during the recent COVID-19 disruption, members of senior management participate in periodic crisis management exercises with third-party experts on crisis management best practices to apply their learnings to the Company’s business continuity management program. Members of senior management are continually engaged to ensure appropriate oversight of business continuity risk management, including the following: (i) periodic reviews of status reports by the Company’s SRC; (ii) periodic updates to our business continuity management strategy and practices, which are reviewed by the SRC and our CEO; and (iii) periodic reviews of business continuity management status and practices by the Audit Committee.

Global Sourcing

The Audit Committee receives regular reports from our sourcing and logistics executives concerning the Company’s global sourcing activities, including in less developed countries where political instability, infrastructure limitations, labor practices and other factors can create operational and reputational risk.

Product Safety & Quality Control

As a children’s apparel retailer, safety is a top priority for the Company. Our products are regulated by the U.S. Consumer Product Safety Commission (“CPSC”), Health Canada, and similar state, provincial and international regulatory authorities. Our product safety and quality program includes factory safety audits, product safety reviews, testing by a CPSC-approved third party laboratory, and quality assurance inspections at various stages of production and upon receipt of products in our distribution centers. Our product safety team is responsible for investigating and assessing product safety and quality issues as they arise, and escalating those issues to the SRC when needed. The Audit Committee reviews and receives periodic reports on product safety matters, including any new regulatory developments affecting our products, a summary of identified safety and quality issues, and any updates to our product safety protocols.

Anti-Corruption

We conduct business in numerous countries around the world, including in less developed countries where corruption is more prevalent. Our CEO and the SRC have oversight of our anti-corruption program. The Audit Committee reviews and receives reports on compliance with the Company’s anti-corruption policies and on training activities in these countries. These activities include regular, periodic in-country training by Company personnel and third-party experts for Company employees and agents, as well as third-party vendor and factory personnel. The Company also uses online training materials to reach members of management and its associates around the world.

Legal Compliance

The Audit Committee receives reports from our legal department regarding the Company’s compliance related risks, including any material changes in laws and regulations that impact the Company, material legal claims and proceedings involving the Company and code of conduct compliance.

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2023 PROXY STATEMENT

CORPORATE GOVERNANCE AT THE CHILDREN’S PLACE

Fiscal 2022 Audit Committee Report

As stated in the Audit Committee Charter, a copy of which is available on the Company’s corporate website, http://corporate.childrensplace.com in the “Corporate Overview” section under the “Investor Relations” tab and in the section entitled “Corporate Info – Governance Documents,” the Audit Committee’s responsibility is one of oversight. It is the responsibility of Company management to establish and maintain a system of internal controls over financial reporting, to prepare consolidated financial statements of the Company and its subsidiaries in accordance with generally accepted accounting principles (“GAAP”), and to prepare other financial reports and disclosures. Our independent registered public accounting firm is responsible for performing an independent audit of the Company’s consolidated financial statements and to issue a report thereon. The Audit Committee does not provide any expert or other special assurance as to the Company’s financial statements or any expert or professional certification as to the work of our independent registered public accounting firm. In addition to overseeing the preparation and integrity of our financial statements and our overall financial disclosure practices, the Audit Committee oversees the Company’s enterprise risk management activities.

At Audit Committee meetings in 2022, the Audit Committee met with the Company’s internal and independent auditors, with and without management present, to discuss the overall scope of their respective annual audit plans, the results of their respective audits, the effectiveness of the Company’s internal controls over financial reporting, including management’s and EY’s reports thereon, the bases for the conclusions expressed in those reports, and the overall quality of the Company’s financial reporting. In addition, the Audit Committee reviewed and discussed with management the Company’s audited consolidated financial statements for fiscal 2022, and met and held discussions with management, the Company’s independent registered public accounting firm and the head of the Company’s internal audit function (both with and without management present) regarding the fair and complete presentation of the Company’s financial results and discussed the significant accounting policies applied in the Company’s financial statements as well as alternative treatments. The Audit Committee also reviewed and discussed with management, the head of the Company’s internal audit function and the Company’s independent registered public accounting firm the reports required by Section 404 of the Sarbanes Oxley Act of 2002, namely, management’s annual assessment of the Company’s internal controls over financial reporting and the Company’s independent registered public accounting firm’s attestation report thereon. The Audit Committee has discussed with the Company’s independent registered public accounting firm the matters required to be discussed by Auditing Standard No. 1301, Communications with Audit Committees, issued by the Public Company Accounting Oversight Board, or “PCAOB”. In addition, the Audit Committee has received the written disclosures and the letter from the Company’s independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence and has discussed with the independent registered public accounting firm such firm’s independence.

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board that the Company’s audited consolidated financial statements for fiscal 2022 be included in our Annual Report on Form 10-K for such fiscal year for filing with the SEC.

The foregoing Audit Committee report has been submitted by the members of the Audit Committee: John E. Bachman (Chair), Elizabeth J. Boland and Katherine Kountze.

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CORPORATE GOVERNANCE AT THE CHILDREN’S PLACE

Attendance at Board and Committee Meetings

The chart below sets forth the number of Board and Committee meetings (in-person, by video conference and telephonic) and Director attendance at such meetings during fiscal 2022.

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2023 PROXY STATEMENT

CORPORATE GOVERNANCE AT THE CHILDREN’S PLACE

Board Nominees for Directors

In evaluating individual Directors and Director nominees, the Corporate Responsibility, Sustainability & Governance Committee seeks candidates with strong reputations and experience in areas relevant to the strategy and operations of our business and takes into account many factors, including diversity, gender, age, educational and professional background, and personal accomplishments. The Corporate Responsibility, Sustainability & Governance Committee, however, does not base its nomination of a candidate solely on these factors.

The Corporate Responsibility, Sustainability & Governance Committee also strives to nominate candidates with a variety of complementary skills so that, as a group, the Board will possess the appropriate talent, skills and expertise to oversee the Company’s business and strategic initiatives. Each Director nominee of the Company has served in a senior leadership position in a large, complex organization and has gained extensive experience in core management skills, such as strategic and financial planning, financial reporting, corporate governance, risk management and leadership development. This variety and depth of experience enables the Director nominees to make significant contributions to the deliberations of the Board. See the Summary of Director Nominee Core Competencies table on page 5 above under the heading “Proxy Summary”.

Biographical information for each candidate nominated for election at the Annual Meeting is set forth below.

2023 PROXY STATEMENT

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CORPORATE GOVERNANCE AT THE CHILDREN’S PLACE

26

2023 PROXY STATEMENT

CORPORATE GOVERNANCE AT THE CHILDREN’S PLACE

2023 PROXY STATEMENT

27

CORPORATE GOVERNANCE AT THE CHILDREN’S PLACE

28

2023 PROXY STATEMENT

CORPORATE GOVERNANCE AT THE CHILDREN’S PLACE

2023 PROXY STATEMENT

29

CORPORATE GOVERNANCE AT THE CHILDREN’S PLACE

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2023 PROXY STATEMENT

EXECUTIVE OFFICERS

Set forth below are the names, ages and titles of our executive officers as of March 22, 2023:

The biography of Ms. Elfers is set forth above under the heading “Corporate Governance at The Children’s Place—Board Nominees for Directors” above.

Sheamus Toal joined the Company in 2022 as Senior Vice President, Chief Financial Officer. Mr. Toal was most recently the Executive Vice President and Chief Financial Officer at Saatva, Inc., a high growth digital e-commerce retailer. Previously, Mr. Toal spent over 16 years with New York & Company where he held several senior level finance and operational positions as Chief Operating Officer, Chief Financial Officer, Chief Accounting Officer and Treasurer, culminating in his role as Chief Executive Officer from 2020 to 2021, during which time he led the company through the COVID-19 pandemic (New York & Company filed for reorganization in bankruptcy court on July 13, 2020). He began his career in finance and accounting in positions of increasing responsibility with Footstar, Inc. and Standard Motors Products, Inc., and was a Manager with KPMG, LLP. Mr. Toal graduated with a BS in Accounting from St. John’s University and is a Certified Public Accountant.

Claudia Lima-Guinehut joined the Company in 2014 and has held positions of increasing responsibility, culminating in her appointment as Senior Vice President, Global Merchandising in 2019. In her current role leading Global Merchandising and Strategic Partnerships, Ms. Lima-Guinehut is responsible for creating and delivering successful product and merchandising strategies. Prior to joining the Company, she served as Director of International Merchandising for Destination Maternity and held management roles during her 20 year career at Zara, Camuto Group, Ralph Lauren and Fifth & Pacific Companies. Ms. Lima-Guinehut earned her BS in Marketing from New York University and her SIPA MBA from Columbia University.

Jared E. Shure joined the Company in 2018 as Vice President, Assistant General Counsel. During his tenure, he has assumed roles of increasing responsibility, including being appointed Deputy General Counsel in 2019 and General Counsel and Corporate Secretary in 2021. Mr. Shure has more than 16 years of business and legal experience. Prior to joining the Company, he was a Vice President & Corporate Counsel at Kate Spade & Company and a Vice President & Deputy General Counsel at Tapestry, Inc. following its acquisition of Kate Spade. Mr. Shure began his legal career as a mergers & acquisitions associate at O’Melveny & Myers LLP and Paul, Weiss, Rifkind, Wharton & Garrison LLP. Mr. Shure earned his BS in Business Administration from the University of North Carolina and his JD from Cornell Law School.

As previously announced, Leah Swan left her position as Chief Operating Officer of the Company on June 1, 2022, and Robert Helm left his position as Chief Financial Officer of the Company on October 2, 2022. Prior to such dates, both Ms. Swan and Mr. Helm were executive officers of the Company.

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EXECUTIVE AND DIRECTOR COMPENSATION

This CD&A has four sections:

SUMMARY

Compensation Philosophy

2022 Shareholder Engagement

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2023 PROXY STATEMENT

EXECUTIVE AND DIRECTOR COMPENSATION

Shareholder Engagement

Our Board and senior management team have a long and continuous history of engaging with shareholders and responding to their feedback. 2022 marked the 11^th consecutive year that members of the Board –– the Chair of the Corporate Responsibility, Sustainability & Governance Committee and the Chair of the Human Capital & Compensation Committee –– together with members of senior management, engaged in conversations with our shareholders to exchange ideas and share perspectives.

In 2022, we reached out to shareholders holding over 82% of our outstanding shares, and two independent directors and members of our senior management spoke with institutions holding over 21% of our outstanding shares. Those who declined our invitation indicated either that they did not have any questions or a need to engage, and a few did not respond. We provided all invited shareholders with a presentation that outlined the important topics on which we wished to obtain their feedback. Shareholders who declined to engage did not indicate that they had any concerns with the matters set forth in the presentation. We held a call with proxy advisory firm Institutional Shareholder Services (“ISS”) to discuss our outreach process and the shareholder feedback we received. We had also invited proxy advisory firm Glass Lewis who declined to engage this year.

The topics discussed with our shareholders during our fiscal 2022 year-end engagement with respect to executive compensation are set forth below. For a summary of other engagement topics, please see the “Proxy Summary—2022 Shareholder Engagement” beginning on page 6 above.

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EXECUTIVE AND DIRECTOR COMPENSATION

Compensation of Our CEO in Fiscal 2022

The following table outlines the compensation program for our CEO in fiscal 2022. Our CEO’s annual salary and target bonus opportunity did not change in fiscal 2022 from fiscal 2021 and prior years.

The Company’s actual adjusted operating income in fiscal 2022 was less than the adjusted operating income threshold under our 2022 Management Bonus Plan. Accordingly, no cash bonus for fiscal 2022 was paid to our CEO. See “Incentive Compensation for Fiscal 2022—Annual Cash Bonus for Fiscal 2022” beginning on page 39 below. Further, as previously disclosed in our 2022 proxy statement, in response to the 2021 Say-on-Pay vote, our CEO declined to accept an LTIP equity award for fiscal 2022. Accordingly, her total compensation for fiscal 2022 consisted only of her base salary.

Compensation of Our CEO in Fiscal 2023

In fiscal 2022, the Company’s financial performance was impacted by multiple external headwinds: record-high inflation disproportionately impacting the Company’s core-customer demographic, record-high supply chain costs, decade-high cotton costs, and the absence of government stimulus targeting families with young children. In light of the Company’s financial results, and in order to further align her interests with those of our shareholders, our CEO has, for the second year in a row, declined to accept an LTIP equity award for fiscal 2023. As a result, our CEO’s total compensation for fiscal 2023 will consist of only her salary and Management Bonus Plan opportunity. For fiscal 2023, her salary will remain the same ($1,100,000) and her target and maximum bonus opportunity under the 2023 Management Bonus Plan will be the same as in prior years - a target of 160% of salary and a maximum of 200% of target, based on an adjusted operating income target for fiscal 2023.

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2023 PROXY STATEMENT

EXECUTIVE AND DIRECTOR COMPENSATION

Executive Compensation Best Practices, Including Those Based on Shareholder Feedback Over Time

Executive and Director Compensation Best Practices
	Value driving performance metrics in the annual bonus plan and LTIP that measure progress on our financial results, strategic growth initiatives and include both a sustainability and a diversity core metric in LTIP awards
	Robust stock ownership guidelines and holding requirements for our CEO, other senior executives (including our NEOs) and independent Directors
	No tax gross-ups (excluding those in connection with standard relocation expenses)
	All equity subject to “double trigger” vesting upon a change in control
	Cap on the aggregate fair market value of equity awards made to each independent Director in any calendar year
	Annual compensation risk assessment by management and an independent compensation consultant
	Annual peer group review by an independent compensation consultant
	Incentive compensation clawback policy (in place prior to new SEC regulation) in the case of financial restatements and other activity that is in conflict with or adverse to the interests of the Company, applicable to both the annual bonus plan and LTIP
	No hedging and pledging activities in Company stock by our Directors, executives (including our NEOs) and employees
	Bonus and performance share caps
	Annual benchmarking of independent Director compensation by an independent compensation consultant

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35

EXECUTIVE AND DIRECTOR COMPENSATION

ELEMENTS OF COMPENSATION PROGRAM

Components of Compensation

Our executive compensation program has historically consisted of four basic elements:

Base Salary

Purpose. The Human Capital & Compensation Committee intends that base salary provide a reasonable, competitive level of fixed compensation based on responsibilities, skills and experience.

Our Human Capital & Compensation Committee reviews base salary benchmarking information provided by their independent compensation consultant on an annual basis. The base salaries of our NEOs are generally +/- 10% of the median of our Peer Group and our industry. We believe that setting salaries in this range mitigates the incentive that might otherwise exist for an executive to support short-term focused or higher-risk business strategies if fixed compensation was set substantially below the median.

Annual Performance-Based Cash Bonus Opportunity

Purpose. Our annual bonus plan rewards performance over a one-year period against a financial performance measure pre-established by the Human Capital & Compensation Committee. As in the past, this measure for fiscal 2022 was adjusted operating income. The Human Capital & Compensation Committee believes that, as a measure of operating performance, adjusted operating income measures progress on our strategic growth initiatives and is an important driver of shareholder value.

Terms of Annual Bonus Plan. The Human Capital & Compensation Committee assigns our executives, including our CEO and the other NEOs, a bonus target opportunity expressed as a percentage of base salary (for our CEO, 160% of base salary, and for our other NEOs, ranging from 50% of base salary to 75% of base salary). For fiscal 2022, these formula-driven cash payouts could have ranged from zero, if Company performance fell below an adjusted operating income threshold, to 100% of bonus opportunity, if the adjusted operating income target was met, and up to a maximum of 200% of the target bonus opportunity, if performance exceeded target. Based on market trends surveyed by our Human Capital & Compensation Committee’s independent compensation consultant and reviewed with the Human Capital & Compensation Committee, we believe that our management’s bonus opportunities in fiscal 2022, as a percentage of base salaries, were generally in-line with those of our Peer Group and our industry. Our annual bonus plan provides the Human Capital & Compensation Committee with the authority to reduce the amount of bonus paid to a participant, or some or all participants, if the Human Capital & Compensation Committee determines that such reduction is appropriate.

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2023 PROXY STATEMENT

EXECUTIVE AND DIRECTOR COMPENSATION

Long-Term Incentive Equity Awards

Purpose. The Human Capital & Compensation Committee uses performance-based equity as a reward for the contribution to our performance, including the progress made on our strategic growth initiatives, and to align the interests of members of our senior leadership team with those of our shareholders. Time-based equity is used to provide for retention, thereby promoting stability of our senior leadership team, and to reward our senior leadership team.

Types of Awards. During fiscal 2022, we granted time-based and performance-based awards to members of our senior leadership team, including the NEOs, under our LTIP, except that, as previously disclosed in our 2022 proxy statement, in response to the 2021 Say-on-Pay vote, our CEO declined to accept an LTIP equity award for fiscal 2022. As with other elements of our executive compensation, based on data surveyed by the Human Capital & Compensation Committee’s independent compensation consultant and reviewed with the Human Capital & Compensation Committee, we believe that the award date value of these equity awards in fiscal 2022 were generally within the range of our Peer Group and our industry. These awards consisted of time-based restricted stock units (“TRSUs”) and performance-based restricted stock units (“PRSUs”).

The fiscal 2022 PRSU performance metrics reflect (i) the continued use of the Company’s core historical performance metrics and a relative adjusted ROIC modifier and, in addition, (ii) the use of two ESG-based metrics consisting of (a) the percentage use of Better Cotton in the Company’s products, and (b) the percentage representation by Black/African American associates at the Company’s U.S. corporate offices. See “Performance-Based Stock Awards—PRSU Performance Metrics” beginning on page 37 below. For fiscal 2022, the Human Capital & Compensation Committee continued to grant LTIP equity awards for senior leadership team members (other than our CEO) comprised of 50% TRSUs and 50% PRSUs. These TRSUs and PRSUs have an annual vesting over three years and a three-year performance period, respectively.

Our Human Capital & Compensation Committee determines whether the TRSUs and/or PRSUs are settled in shares of Common Stock, in cash equal to the fair market value of such shares at the time of vesting, or part in shares of Common Stock and part in cash. To date, all awards under our LTIP have been settled in shares of Common Stock. We typically award equity once each fiscal year, as well as in connection with certain new-hire awards and promotions. At January 28, 2023 (the end of fiscal 2022), there were 599,906 shares of Common Stock available for grant under our Fourth Amended and Restated 2011 Equity Incentive Plan (the “2011 Equity Plan”).

Time-Based Stock Awards. The TRSUs awarded in fiscal 2022 are subject to annual vesting, in three equal annual installments. The recipient must be employed by the Company on the applicable vesting dates in order to receive the vesting shares. The three-year vesting period underscores the long-term and retentive focus of this award program.

Mindful to avoid “pay for failure,” generally, the Human Capital & Compensation Committee requires that TRSUs provide for forfeiture if the awardee leaves the Company voluntarily or is terminated by the Company without cause.

Performance-Based Stock Awards. Our fiscal 2022 PRSUs tie payouts directly to Company performance based on pre-established performance metrics over a three-year performance period (fiscal 2022–2024), with cliff vesting of earned shares at the end of the three-year performance period.

2023 PROXY STATEMENT

37

EXECUTIVE AND DIRECTOR COMPENSATION

Future LTIP Performance Goals. While the Company discloses performance metrics and their weighting for outstanding PRSUs, the Company does not disclose performance targets for PRSUs, other than performance targets related to PRSUs which are vested, because to do so would disclose material non-public and/or competitively sensitive information.

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2023 PROXY STATEMENT

EXECUTIVE AND DIRECTOR COMPENSATION

Employee Benefits and Perquisites

The Company provides its senior leadership team (including the NEOs, but other than our CEO) with the same employee benefits other employees receive, including health insurance coverage. In addition, they also receive group long-term disability coverage, an opportunity to participate in our voluntary deferred compensation plan, an opportunity to purchase supplemental disability coverage, and certain other modest perquisites. In the case of our CEO, perquisites were agreed to as a result of the arms-length negotiation of her employment agreement and were determined by the Human Capital & Compensation Committee to be important for retaining an executive of her talent. Any personal income taxes due as a result of these perquisites are the responsibility of the recipients, as we do not provide tax gross-ups (other than in connection with certain standard relocation expenses).

The Company uses severance guidelines. These guidelines are designed to offer our employees fair and adequate replacement income based upon market practice. In general, all of the members of our senior leadership team (including the NEOs, but other than our CEO) participate under the same severance guidelines that are applied to other employees. Our CEO’s severance arrangements are as provided in her employment agreement.

Incentive Compensation For Fiscal 2022

Annual Cash Bonus for Fiscal 2022. The Company’s actual adjusted operating income in fiscal 2022 of $7.1 million was less than the adjusted operating income threshold of $124.8 million under our 2022 Management Bonus Plan. Accordingly, no cash bonuses for fiscal 2022 were paid to our CEO or the other NEOs; our new CFO was not eligible for a bonus for fiscal 2022 given that he commenced his employment late in fiscal 2022.

2019 Performance-Based Equity. As previously disclosed in our 2021 proxy statement, a portion of our CEO’s and former CFO’s 2019 PRSUs (having a two-year performance period (fiscal 2019-2020)) were awarded in fiscal 2020 and were delivered in fiscal 2021 at approximately 90% of target based on a performance methodology modified in fiscal 2020 by the Human Capital & Compensation Committee and described in our 2021 proxy statement.

Other members of our senior leadership team were also awarded PRSUs in fiscal 2019, but with a three-year performance period (fiscal 2019-2021). Earned shares under these 2019 PRSUs vested in fiscal 2022. The terms of these 2019 PRSUs are summarized below:

2023 PROXY STATEMENT

39

EXECUTIVE AND DIRECTOR COMPENSATION

The threshold, target and maximum performance goals for these PRSU awards are as follows:

These PRSUs vested (following the end of the three-fiscal year performance period of fiscal 2019-2021) based upon: (i) the Company’s achievement of $15.11 of cumulative adjusted earnings per share for fiscal 2019-2021; (ii) the Company’s achievement of adjusted operating margin expansion of 844, in basis points, for fiscal 2019-2021; (iii) the Company’s achievement of adjusted ROIC of 94.7% for fiscal 2021; and (iv) adjusted ROIC ranked 1st compared to the Company’s peer group for fiscal 2021, all of which, in accordance with the performance metrics and terms established by the Compensation Committee, resulted in a payout of 125% for these PRSUs.

Non-GAAP Financial Measures

The Company uses non-GAAP results as one of the metrics to measure operating performance, including to measure performance for purposes of the Company’s incentive compensation. Adjusted financial measures are non-GAAP measures and are not intended to replace GAAP financial information. The Company believes that the unusual and non-recurring items excluded as non-GAAP adjustments do not reflect the performance of its core business and that providing supplemental disclosure to investors in the form of adjusted financial measures facilitates comparisons of the past and present performance of its core business.

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2023 PROXY STATEMENT

EXECUTIVE AND DIRECTOR COMPENSATION

COMPENSATION PROCESS AND POLICIES

Setting Compensation

In setting compensation for our CEO and the other NEOs, our Human Capital & Compensation Committee takes into account multiple objective and position-specific factors, including:

The Human Capital & Compensation Committee annually reviews with its independent compensation consultant total compensation, and its individual components, at the 25th, 50th and 75th percentile levels paid to executives in similar positions at specialty retailers (including companies in our Peer Group) by reference to an industry-wide retail survey prepared by an independent survey provider to understand where the compensation our Human Capital & Compensation Committee sets falls relative to market practice. The Human Capital & Compensation Committee utilizes this data as a reference point in determining whether an executive’s total compensation opportunity is likely to provide sufficient incentive, motivation and retention. The Human Capital & Compensation Committee also uses this data to determine whether an executive’s total compensation opportunity properly reflects the executive’s role and scope of responsibilities relative to similarly situated executives of companies in the retail survey and our Peer Group. We do not use this data as a single determinative factor, but rather as an external check and point of reference to verify that our executive compensation programs are reasonable and competitive.

Peer Group

The Human Capital & Compensation Committee regularly reviews the members of our Peer Group (generally, other specialty retailers in a range of approximately 0.5x to 2.0x of the Company’s annual revenue) with the assistance of its independent compensation consultant. The review of the members of our Peer Group is guided by the following principles: (i) comparable business content (i.e. specialty retailers); (ii) company size; (iii) statistical reliability; (iv) executive talent sources; (v) competition for investor capital; and (vi) overall reasonableness. The Human Capital & Compensation Committee approved the following 12 companies as the members of our peer group for fiscal 2022 (the “Peer Group”):

2023 PROXY STATEMENT

41

EXECUTIVE AND DIRECTOR COMPENSATION

Stock Ownership Guidelines and Holding Requirements

In order to ensure that the interests of our senior leadership team (including our CEO and the other NEOs) and the members of our Board are properly aligned with those of our shareholders, on the recommendation of the Human Capital & Compensation Committee, the Board adopted stock ownership guidelines for our independent Directors and senior leadership team. Our Human Capital & Compensation Committee reviews the equity ownership of our CEO, other NEOs, other members of our senior leadership team and our Independent Directors, on an annual basis to determine compliance with the Company’s stock ownership guidelines and holding requirements. Under these guidelines, unvested PRSUs do not count as stock earned. The ownership multiples under the guidelines are as follows:

Also under our guidelines, our CEO, the other NEOs and the other members of our senior leadership team are required to retain 67% of the net shares (after withholding taxes) acquired upon the vesting of PRSUs and TRSUs until the date on which he or she satisfies (and, for any and all periods of time during which he or she fails to maintain) the relevant ownership guideline multiple set forth above.

Prohibition on Hedging/Pledging of Common Stock

Company policy prohibits all Directors, officers (including our CEO and the other NEOs) and employees from engaging in hedging and pledging, as well as trading in derivatives, of our Common Stock, including puts, calls and other financial derivatives, to ensure that the interests of our Directors, officers and employees are aligned with those of our shareholders. Shareholders may view the Company’s Insider Trading Policy (which includes the foregoing prohibition on hedging and pledging of the Company’s Common Stock) on the Company’s corporate website http://corporate.childrensplace.com in the “Corporate Overview” section under the “Investor Relations” tab and in the section entitled “Corporate Info — Governance Documents”.

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2023 PROXY STATEMENT

EXECUTIVE AND DIRECTOR COMPENSATION

Taxation

Section 162(m) of the Internal Revenue Code of 1986 (the “Code”), as amended by the Tax Cuts and Jobs Act of 2017, generally limits the deductibility of certain compensation in excess of $1 million paid in any one year to any “covered employee.” A “covered employee” under Section 162(m) is any employee who has served as our CEO, CFO or other NEO for tax years after December 31, 2016.

Section 409A of the Code, which governs the form and timing of payment of deferred compensation, imposes sanctions, including a 20% penalty and an interest penalty, on the recipient of deferred compensation that does not comply with Section 409A. The Human Capital & Compensation Committee takes into account the potential implications of Section 409A in determining the form and timing of compensation awarded to executives.

The Human Capital & Compensation Committee will also take into account the potential implications of Sections 280G and 4999 of the Code in determining potential payments to be made to executives in connection with a change in control. Nevertheless, to the extent that certain payments upon a change in control are classified as excess parachute payments, the Company may not be able to deduct such payments pursuant to Section 280G, and the recipient of such payments may be subject to the excise tax under Section 4999.

The Company does not provide tax gross-ups for any “golden parachute” excise tax payable by the recipient under Sections 280G or 4999 of the Code. Rather, upon a termination of employment in connection with a change in control that gives rise to the payment of severance, our CEO (pursuant to her employment agreement) and the other members of our senior leadership team, including the NEOs other than the CEO (pursuant to the Company’s change in control severance agreements), will receive the greater of: (i) the largest portion of the payment that is not subject to a “golden parachute” excise tax under Sections 280G or 4999 of the Code; or (ii) the full amount of the payment if the net-after-excise tax amount retained by the executive would exceed the amount in clause (i).

2023 PROXY STATEMENT

43

HUMAN CAPITAL & COMPENSATION COMMITTEE REPORT

The Human Capital & Compensation Committee has reviewed and discussed with management the foregoing Compensation Discussion & Analysis and, based on such review and discussion, recommended to our Board that the Compensation Discussion & Analysis be included in the Company’s Annual Report on Form 10-K for fiscal 2022 and in this Proxy Statement.

The foregoing Human Capital & Compensation Committee report has been submitted by the members of the Human Capital & Compensation Committee: Debby Reiner (Chair), Tracey R. Griffin, and Norman Matthews.

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2023 PROXY STATEMENT

EXECUTIVE AND DIRECTOR COMPENSATION

Summary Compensation Table

The following table shows the compensation of the Company’s NEOs, including the Company’s CEO (our principal executive officer), the Company’s CFO (our principal financial officer) and the other most highly compensated executives who were designated by the Board as “executive officers” of the Company, for fiscal 2022, 2021 and 2020, as applicable.

Notes to the Summary Compensation Table

2023 PROXY STATEMENT

45

EXECUTIVE AND DIRECTOR COMPENSATION

46

2023 PROXY STATEMENT

EXECUTIVE AND DIRECTOR COMPENSATION

Grants of Plan-Based Awards

The following table shows information concerning the non-equity incentive awards, equity incentive awards and other stock awards that were granted to the Company’s NEOs during fiscal 2022.

Notes to the Grants of Plan-Based Awards Table

2023 PROXY STATEMENT

47

EXECUTIVE AND DIRECTOR COMPENSATION

48

2023 PROXY STATEMENT

EXECUTIVE AND DIRECTOR COMPENSATION

Outstanding Equity Awards at Fiscal Year-End

The following table contains information concerning equity awards held by the Company’s NEOs as of January 28, 2023 (the end of our 2022 fiscal year).

Notes to the Outstanding Equity Awards at Fiscal Year-End Table

2023 PROXY STATEMENT

49

EXECUTIVE AND DIRECTOR COMPENSATION

50

2023 PROXY STATEMENT

EXECUTIVE AND DIRECTOR COMPENSATION

Stock Vested

The following table contains information concerning the number of shares acquired and value realized during fiscal 2022 upon the vesting/delivery of equity awards previously granted to each of the Company’s NEOs who held awards that vested in fiscal 2022.