WOLVERINE WORLD WIDE INC /DE/
For the period ended May 7, 2026. Filed Mar 25, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 7, 2026 · Filed Mar 25, 2026
Contents
2025 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 experience and 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 other 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 2025.
Based on the above factors, the Committee approved base salary increases in 2025 for the NEOs, as noted in the following table. The cash compensation for Ms. Soriano is paid in Pounds Sterling and was converted into U.S. dollars using the fiscal year-end rate (1.35 for fiscal year 2025 and 1.26 for fiscal year 2024 here and throughout the CD&A and related disclosures).
| Name | 2024 Base Salary | 2025 Base Salary |
|---|---|---|
| Hufnagel1 | $1,000,000 | $1,200,000 |
| Klimek | $471,240 | $486,000 |
| Kuhn | $575,000 | $593,000 |
| Latchana | $490,000 | $505,000 |
| Miller | $650,000 | $676,000 |
| Soriano2 | $570,489 | $629,575 |
| 1. | In approving Mr. Hufnagel’s increase for 2025, the Committee and Independent Directors considered, among other factors, his success in driving the Company’s turnaround plan, the median salary of CEOs in our Peer Group, and the fact that he did not receive a salary increase for 2024. |
| 2. | Ms. Soriano’s 2024 base salary was GBP 452,769, and her 2025 base salary was GBP 466,352. |
| 2026 PROXY STATEMENT | 40 |
|---|
Annual Bonus
In 2025, each NEO had the opportunity to earn annual cash incentive compensation (“annual bonus”), consisting of a performance bonus and business priorities bonus:
| Key Factors | 2025 Company Metrics | |||
| Performance Bonus(75% weighting) | • | Based on performance measured against Company and/or business unit performance criteria established at the beginning of 2025 | •• | Revenue (50%) Pretax earnings (50%) |
| • | Payout determined by comparing performance against three performance levels: threshold, target, and stretch | |||
| Business Priorities (BP)(25% weighting) | • | Measured against company/function BP | • | Vary for each NEO |
| • | Each NEO’s payout was determined by comparing performance on BPs against specific criteria set at the beginning of 2025 | |||
| • | Payouts can range from 0% to 200% depending on the NEO’s performance against BPs | |||
A percentage of each NEO’s 2025 base salary, as determined in February 2025, was set as the annual bonus target percentage (the “Target Bonus Percentage”), or adjusted thereafter. The Target Bonus Percentage represents the percentage of each NEO’s base salary that could be earned as annual incentive compensation at a “target” performance level (100% payout) for each of the performance bonus and business priorities. Generally, the Committee sets higher Target Bonus Percentages for individuals with greater influence on business strategy, profit or sales. This puts a larger percentage of an NEO’s total potential cash compensation at risk, in line with the NEO’s ability to influence these factors. For 2025, the NEOs had the following Target Bonus Percentages: Mr. Hufnagel 150%, Ms. Klimek 55%, Mr. Latchana 55%, Ms. Miller 60%, Ms. Soriano 55% and Ms. Kuhn 55%.
The Committee selected fiscal year 2025 revenue and adjusted pretax earnings as metrics for the performance bonus because it believes a strong correlation exists between performance on these financial measures and increases in shareholder value.
Performance Bonus
Messrs. Hufnagel and Latchana, and Mses. Miller and Klimek, had significant influence on the Company’s overall business performance and, accordingly, their respective performance bonus opportunity (75% of their total annual bonus opportunity) is based on the Company performance criteria only. Ms. Soriano was directly responsible for the International Group while Ms. Kuhn was responsible for the Active Group and both exerted a significant influence on their business unit in particular, in addition to influencing Company performance. Accordingly, 45% of Mses. Soriano and Kuhn’s annual bonus opportunity was their business unit performance, and 30% was based on Company performance.
The Committee set the revenue and adjusted pretax earnings goals following a review of the Company’s operating plan, historical performance, and industry and macroeconomic conditions. The performance targets required for 100% payout for the Company performance bonus metrics were set using aggressive year-over-year growth of $74 million in revenue and $36 million in pretax earnings.
| Revenue (in millions) · Adjusted Pretax Earnings (in millions) | ||
|---|---|---|
| Threshold (50%) | $1,750 | $113 |
| Target (100%) | $1,825 | $129 |
| Stretch (200%) | $1,900 | $144 |
| 1. | The maximum payout an NEO can receive is 200% of his or her Target Bonus Percentage, even if performance is above stretch. An NEO would receive 0% of his or her Target Bonus Percentage if performance is below threshold. |
| 2026 PROXY STATEMENT | 41 |
|---|
Company revenue performance for 2025 was $1,874 million for a 165.7% payout. Adjusted pre-tax earnings performance was $141 million for a 179.1% payout, with a total, weighted Company performance bonus payout of 172.4%. The International Group and Active Group performed at stretch level.
| 2025 Performance · Overall Weighted Payout by Group | ||
|---|---|---|
| Wolverine Worldwide | Between target and stretch | 172.4% |
| International Group | At stretch | 200% |
| Active Group | At stretch | 200% |
The Committee sets the revenue and adjusted pretax earnings for the International Group and Active Group at substantially similar levels of difficulty as the goals for the Company and with a similar degree of difficulty as in prior years. The below table shows historical weighted performance levels achieved by the International Group and Active Group.
| Historical Group Performance | |||||
| 2025 | 2024 | 2023 | 2022 | 2021 | |
| International Group | At stretch | Between target and stretch | Below threshold | Between target and stretch | Between target and stretch |
| Active Group | At stretch | Between target and stretch | Below threshold | Below threshold | Between target and stretch |
Based on the factors described above, the performance bonus earned and paid for each NEO is set forth below.
| Name | Performance BonusPercentageEarned | PerformanceBonus Paid |
|---|---|---|
| Hufnagel | 172.4% | $2,155,048 |
| Klimek | 172.4% | $336,499 |
| Kuhn | 189.0% | $459,091 |
| Latchana | 172.4% | $349,703 |
| Miller | 172.4% | $519,919 |
| Soriano | 189.0% | $487,189 |
Business Priorities
At the same time Target Bonus Percentages are set, the CEO approves measurable business priorities for each NEO’s individual bonus, other than for himself. The CEO submits, and the Committee reviews and approves, with such changes as it considers appropriate, the CEO’s business priorities. Such measurable priorities may include goals such as executing strategies supporting the Company’s vision, developing employees, and driving operational excellence. Performance is evaluated by the CEO (or, in the case of the CEO, by the Committee and the other independent directors) based on qualitative and quantitative factors.
Each business priority is given an achievement rating with weighted performance ratings and payouts at threshold (50%), target (100%), and stretch (200%). No payout is made for performance below threshold.
The CEO recommended, and the Committee approved, the 2025 cumulative weighted business priority scores and payout levels for each of the NEOs other than himself. The Committee and the other independent directors of the Board met with the CEO at the end of the year to evaluate his performance against his business priorities, considering various factors. The Committee determined the cumulative weighted business priorities score for the CEO and recommended to the independent directors of the Board the CEO’s payout level.
| 2026 PROXY STATEMENT | 42 |
|---|
Summaries of the business priorities, achievement, and payout for each NEO are outlined in the table below. This year’s business priorities related to key initiatives intended to drive strategic transformation and shareholder value.
| NEO | 2025 Business Priorities | 2025Individual BonusPercentage Achieved | 2025Business Priority Bonus Paid |
|---|---|---|---|
| Hufnagel | Optimize cash flow management, Successfully complete debt financing, Continue to adopt global supply chain footprint, Accelerate DTC, Build strong order book, Implementation of first phase of eCommerce Platform modernization, Continue to drive profit improvement through further optimization of operating expense structure and gross margin expansion, Generate cash through disciplined management of the P&L and balance sheet, Optimize efficiency of the organization in providing a stronger return for shareholders, Establish and institutionalize the Acceleration Office, Alignment with Board on WWWx2030, Mitigate the impact of tariffs, Successful launch and activation of Enterprise Strategy and Vision and Values, Successfully recruit and onboard key leaders, Advance UN1TED initiatives | 122% | $508,806 |
| Klimek | Advance People Leadership development programs and continue to develop and acquire key capabilities, Drive eCommerce growth, Optimize Organizational Design and continue to create efficiencies, including 2025 SG&A levers, Complete global benchmarking studies in Benefits, Development and Career Ladders project, Continue to modernize HR systems, Support AO set up and tariff mitigation workstreams and initiatives, Successful launch and activation of Enterprise Strategy and Vision and Values, Successfully recruit and onboard key leaders, Create an Amazing Place to work with an inclusive and engaging employee experience | 111% | $72,225 |
| Kuhn | Accelerate DTC, Build strong order book, Partner with Acceleration Office on gross margin enhancements, Deepen consumer and market connectivity, Improve brand profitability, Optimize GTM process, Mitigate the impact of tariffs, Successful launch and activation of Enterprise Strategy and Vision and Values, Successfully recruit and onboard key leaders | 121% | $98,247 |
| Latchana | Activate ESG - build cross-functional teams and strategy, update RSL, and advance regulatory disclosures, Accelerate Brand Protection, Support Key City initiatives, platinum partner development, APM, and business evolution model, Expand MAP program, Grow IP infringement program, Accelerate fraud investigations to protect margins, Improve business processes for SB agreements, UK records retention, and intragroup agreements, With GSC improve supply chain transparency and reporting through traceability, HIGG, and audits, Mitigate the impact of tariffs, Pulse engagement scores, Recruiting and onboarding key talent, Stay curious through growth and development of all team members | 120% | $81,145 |
| Miller | Ensure sufficient liquidity in uncertain environment, Establish an investment approval and review process, Alignment with Board on WWWx2030, Drive profit improvement through optimization of gross margin and expense structure, Generate cash through disciplined management of the P&L and balance sheet, Mitigate risks with proactive corporate finance planning-Refinance/Capital, Establish and institutionalize the Acceleration Office, Support successful integration of Sweaty Betty systems to Wolverine platform, Mitigate the impact of tariffs, Successful launch and activation of new Enterprise Strategy and Vision & Values, Successfully complete Pulse action plans including the recruitment of key leaders | 135% | $135,722 |
| Soriano | Accelerate DTC, Build strong order book, Generate cash through disciplined management of the P&L and balance sheet, Successful implementation of Key City Strategy, Mitigate the impact of tariffs, Successful launch and activation of Enterprise Strategy and Vision and Values, Successfully recruit and onboard key leaders | 160% | $137,082 |
| 2026 PROXY STATEMENT | 43 |
|---|
Below is a summary of total annual bonus payouts to each NEO.
| Name | 2025 Target Percentage | 2025 Performance Bonus | 2025 Business Priorities Bonus | Total 2025 AnnualBonus Compensation | % of 2025 Actual Incentive Target |
|---|---|---|---|---|---|
| Hufnagel | 150% | $2,155,048 | $508,806 | $2,663,854 | 159.8% |
| Klimek | 55% | $336,499 | $72,225 | $408,724 | 157.0% |
| Kuhn | 55% | $459,091 | $98,247 | $557,338 | 172.0% |
| Latchana | 55% | $349,703 | $81,145 | $430,848 | 159.3% |
| Miller | 60% | $519,919 | $135,722 | $655,641 | 163.0% |
| Soriano | 55% | $487,189 | $137,082 | $624,271 | 181.6% |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.