(1) At the time of the filing of our Proxy Statement for our 2018 fiscal year, we had not received a final bill for professional services rendered by EY for our fiscal year ended September 29, 2018. Our previously reported estimate of professional fees of $1,171,387 has been revised as set forth above to account for such final billing.

"Audit Fees" consist of fees billed for professional services rendered for the audits of our fiscal year ~~2019~~2021 and fiscal year ~~2018~~2020 consolidated annual financial statements, audits of internal control over financial reporting for our fiscal year ~~2019~~2021 and fiscal year ~~2018,~~2020, reviews of the interim consolidated financial statements included in quarterly reports, and services that are normally provided by our independent registered accounting firm in connection with SEC filings. "Audit-Related Fees" consist of fees billed for professional services rendered to provide consent for incorporation by reference of audit reports in certain registrations statements filed with the SEC. We did not incur any fees for ~~audit-related,~~ tax or other services performed by EY in fiscal years ~~2019~~2021 or ~~2018.~~2020.

It is our Audit Committee's policy to pre-approve all audit and permitted non-audit services proposed to be performed by our independent registered public accounting firm. The pre-approval process is typically as follows: Audit Committee pre-approval is sought at one of the committee’s regularly scheduled meetings following the presentation of information at such meeting detailing the particular services proposed to be performed. The authority to pre-approve non-audit services may be delegated by the Audit Committee, pursuant to guidelines approved by the committee, to one or more members of the committee. All audit and permitted non-audit services performed by our independent registered public accounting firm for fiscal year ~~2019~~2021 were pre-approved by our Audit Committee. The committee has authorized our Chief Financial Officer to engage our independent registered public accounting firm to perform certain non-audit services that the committee believes would not impair independence in an amount not to exceed $10,000.

Our Audit Committee assists our Board in its oversight of the integrity of the Company’s financial statements, compliance with legal and regulatory requirements, the appointment, qualifications, independence, compensation and performance of the independent registered public accounting firm, and the performance of the internal audit function. Our Audit Committee is comprised entirely of independent directors who meet independence, experience and other qualification requirements of the NYSE American listing exchange and the SEC. In addition, our Board has determined that J. Bradley Campbell qualifies as an audit committee financial expert as defined by SEC rules and regulations.

Management is responsible for our financial reporting process, including our internal control over financial reporting, and for the preparation of our consolidated financial statements, in accordance with generally accepted accounting principles. Our independent accountants are responsible for expressing an opinion on the financial statements and the effectiveness of the Company's internal control over financial reporting, based on an audit conducted in accordance with generally accepted auditing standards. Our Audit Committee's responsibility is to oversee and review these processes. Our Audit Committee relies, without independent verification, on the information provided to us and on the representations made by management and the independent registered public accounting firm.

~~The Audit Committee appointed EY as the Company's independent registered public accounting firm for fiscal year 2019.~~

In determining EY’s independence, the Audit Committee also considered whether the provision of any of the non-audit services provided to the Company is compatible with maintaining its independence. The Audit Committee received regular updates on EY’s fees and the scope of audit and any non-audit services it provided. All such services were provided consistent with applicable rules and our pre-approval policies and procedures.

Based on our discussions with management, internal auditors and EY, and our review of the audited financial statements, including the representations of management and EY with respect thereto, and subject in all cases to the limitations on our role and responsibilities referred to above and set forth in our charter, the Audit Committee recommended to the Board that the Company's audited consolidated financial statements for the fiscal year ended ~~September 28, 2019,~~October 2, 2021, be included in the Company's Annual Report on Form 10-K.

We believe that good corporate governance practices not only reflect our values as a Company but also support strong strategic growth and financial performance. Each committee of our Board has a charter, which can be found on the "Corporate Governance" tab of the "Investors" page of our website located at www.deltaapparelinc.com, that spells out the committee's assigned roles and responsibilities. In addition, our Board has established policies and procedures that address matters such as chief executive officer and key management succession planning, transactions with related persons, risk oversight, communications with the Board by shareholders and other interested parties, as well as the independence and qualifications of our directors. The following discussion provides insight into how our Board has implemented these policies and procedures to benefit our Company and our shareholders.

Our Board evaluates the independence of each director in accordance with applicable laws and regulations and the listing standards of the NYSE American. Generally, an “independent director” is a director who is not also an officer or employee of the Company or any parent or subsidiary of the Company. In addition, no director qualifies as independent unless the Board affirmatively determines that the director does not have a material relationship with the Company that would interfere with the exercise of independent judgment. Our Board has reviewed the relationships between each member of the Board and the Company and determined that with the exception of Robert W. Humphreys, our Chairman and Chief Executive Officer, each of our current directors and each individual standing for election is “independent” as required by applicable laws and meets the applicable NYSE American independence requirements. Each director is required to keep the Board fully and promptly informed of any developments that might affect his or her independence, and the Board regularly reviews the continuing independence of the directors.

We maintain a code of ethics and business conduct known as our Ethics Policy Statement that applies to all employees, officers and directors, including, but not limited to, our Chief Executive Officer, Chief Financial Officer (who is also our principal accounting officer), and our Chief Accounting Officer. Our Ethics Policy Statement covers topics such as conflicts of interest, insider trading, competition and fair dealing, discrimination and harassment, confidentiality, anti-corruption, compliance procedures and employee complaint and reporting procedures. Our Ethics Policy Statement is available without charge on the "Corporate Governance" tab of the "Investors" page of our website located at www.deltaapparelinc.com under "Governance Documents." Any amendments or waivers to provisions of our Ethics Policy Statement that are applicable to our Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, ~~Controller~~controller or persons performing similar functions will be posted on our website. There were no waivers of the provisions of our Ethics Policy Statement for our Chief Executive Officer, Chief Financial Officer or any director, senior financial officer or other executive officer during our fiscal year ~~2019.~~2021.

Our governance documents provide the Board with flexibility to select the appropriate leadership structure for the Company. Our Board does not have a policy regarding whether the roles of Chairman of the Board and Chief Executive Officer should be separate and, if they are to be separate, whether the Chairman of the Board should be selected from our non-employee directors or be an employee of the Company. Our Board believes that it should be free to determine the leadership structure that is in the best interests of the Company and our shareholders based on the particular circumstances in effect from time to time.

During fiscal year ~~2019,~~2021, Robert W. Humphreys served as the Chairman of our Board and as Chief Executive Officer. Mr. Humphreys is the director most familiar with our business and industry, and possesses intimate knowledge of the issues, opportunities and challenges facing us and our business. Our Board believes this combined position is in the current best interest of our Company, as it makes the best use of Mr. Humphreys’ extensive experience and qualifications within the apparel industry and in-depth knowledge of our markets, helps provide strong, unified leadership and direction on important strategic initiatives to both management and our Board, and leverages the insight gained from the combined role to most effectively lead our Company. We believe that our overall corporate governance policies and practices, combined with the presence of a Lead Independent Director, adequately address any governance concerns raised by the dual Chairman and Chief Executive Officer role.

~~Dr. G. Jay Gogue~~A. Alexander Taylor, II has served as our Lead Independent Director since February ~~2018.~~2021. Our Lead Independent Director is appointed by the independent members of our Board, generally serves for a term of at least one year, and is empowered to carry out a number of critical responsibilities. In addition to serving as a liaison between the Chairman and the independent directors,

our Lead Independent Director presides at executive sessions of the Board and at meetings at which our Chairman is not present, approves meeting schedules to ensure there is sufficient time for discussion of agenda items, advises on and approves meeting agendas and information provided for Board meetings and meetings of independent directors, calls meetings of the independent directors as appropriate, and is available for direct communication with shareholders. The Lead Independent Director, along with our other non-employee directors, also provides independent oversight of management and the Company’s strategy.

Our Board delegates certain responsibilities and authority to its various committees and these committees regularly report on their activities and actions to the full Board. The Board currently has an Audit Committee, a Compensation Committee and a Corporate Governance Committee (which serves as our nominating committee), and may also appoint other committees from time to time. Each of the members of the Audit Committee, Compensation Committee, and Corporate Governance Committee has been determined by the Board to be independent as required by applicable legal requirements and meets applicable NYSE American independence standards and, in the case of our Audit Committee, the independence requirements established by the SEC. Each committee’s activities are governed by a written committee charter, which is available without charge on the "Corporate Governance" tab of the "Investors" page of our website located at www.deltaapparelinc.com, or by sending a request in writing to Lauren Satterfield, ~~Associate Counsel,~~Corporate Secretary, at ~~322 S. Main Street, Greenville, South Carolina 29601.~~2750 Premiere Parkway, Suite 100, Duluth, Georgia 30097.

The following table details the membership of each of our Board committees during our ~~2019~~2021 fiscal year, as well as the expected committee membership in our ~~2020~~2022 fiscal year.

Audit Committee. Our Audit Committee is a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our Audit Committee serves as an independent and objective party to oversee and monitor the financial and reporting processes of the Company, including the general quality of the Company's financial statements and reporting, the audits of the Company's financial statements and the Company’s accounting and internal controls and policies. Our Audit Committee appoints, evaluates, and, when appropriate, replaces the independent registered public accounting firm engaged to audit our financial statements. The independent auditors report directly to our Audit Committee, and our Audit Committee determines the compensation and other terms of the engagement and oversees their work. Our Audit Committee also monitors and reviews our compliance with legal and regulatory requirements as well as our procedures with respect to maintaining books and records, the adequacy and implementation of internal auditing, accounting, disclosure, and financial controls, and our policies concerning financial reporting and business practices. In addition, our Audit Committee is responsible for establishing procedures for the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters and the confidential, anonymous submission of concerns regarding questionable accounting or auditing matters.

After considering relationships between each member of our Audit Committee and the Company and its subsidiaries, and reviewing the qualifications of the members of our Audit Committee, our Board has determined that each member of our Audit Committee meets all applicable independence and financial literacy requirements as defined in NYSE American governance standards and applicable SEC regulations. Due to J. Bradley Campbell's over 40 years as a Certified Public Accountant, decades of service with accounting and financial services firms Cherry Bekaert LLP, CPAs and Deloitte LLP, and his extensive

financial, accounting and tax expertise, our Board has determined that Mr. Campbell qualifies as an "audit committee financial expert" as defined in SEC regulations.

Compensation Committee. Our Compensation Committee develops our overall compensation philosophy and programs, reviews and determines compensation, including salaries, bonuses and equity compensation, for our named executive officers other than our Chief Executive Officer (which is collectively confirmed by the independent members of our Board), and reviews and determines director compensation. Our Compensation Committee also oversees, reviews and administers all of the Company’s executive compensation plans and programs, including equity compensation plans and plans pursuant to which performance-based compensation may be granted. Our Compensation Committee is authorized to delegate its responsibilities as it deems necessary or appropriate.

After considering relationships between each member of our Compensation Committee and the Company and its subsidiaries, and reviewing the qualifications of the members of our Compensation Committee, our Board has determined that each member of our Compensation Committee meets all applicable independence requirements as defined in NYSE American governance standards.

Corporate Governance Committee. Our Corporate Governance Committee develops and recommends to the Board corporate governance standards for business conduct and ethics, oversees the annual self-evaluation of the Board and its committees, and makes recommendations concerning the structure and membership of the Board's committees. Our Corporate Governance Committee also oversees the performance evaluation of the Chief Executive Officer and succession planning with respect to the Chief Executive Officer as well as the other executive officers of the Company. Our Corporate Governance Committee also serves as the Board's nominating committee and identifies, interviews and recommends director nominees for election or appointment to the Board pursuant to written guidelines approved by the Board.

Our Board oversees and assesses our enterprise and strategic risk management processes. This risk oversight responsibility is enabled by management reporting processes designed to provide visibility to the Board regarding the identification, assessment and management of critical risks and associated risk mitigation strategies. Our Board recognizes that it is neither possible nor prudent to eliminate all risk and that properly measured risk-taking is essential for the Company to be competitive and to achieve its strategic objectives.

Our Board implements its risk oversight function both as a whole and through its committees. Oversight responsibility for particular areas of risk is allocated among the Board committees according to the committee’s area of responsibility as reflected in its charter. In particular:

The full Board oversees strategic, financial and operational risks and exposures associated with our annual business plans and other current matters that may present material risk to the Company’s operations, strategies, prospects, or reputation. The full Board's risk oversight responsibility includes risks and exposures related to cybersecurity matters.

Our Board believes that its leadership structure properly supports its risk oversight functions and responsibilities in that the appropriate directors chair the various committees involved in risk oversight, there is open communication between management and directors, and all directors are involved in the risk oversight function.

Our Board and its committees meet throughout the year on a set schedule, and hold special meetings and act by written consent from time to time as appropriate. Directors are expected to make every effort to attend meetings of the Board, assigned committees and annual meetings of shareholders. All current directors attended 100% of the aggregate meetings held by the Board and their assigned committees during the period for which they served on the Board or such committees during fiscal year ~~2019.~~2021. During fiscal year ~~2019,~~2021, our Board held five in-person meetings and three telephonic meetings. Our Audit Committee held ~~four~~three in-person meetings and one telephonic meeting, our Compensation Committee held four in-person meetings and one telephonic meeting, and our Corporate Governance Committee held ~~five~~two in-person meetings. All of our current directors attended the ~~2019~~2021 annual meeting of shareholders. Although we do not have a formal policy regarding director attendance at annual meetings of shareholders, each director is encouraged and expected to attend the Annual Meeting.

Independent directors meet regularly in executive session with no members of management present. Our Company's Lead Independent Director presides at each executive session. Throughout the year, our directors communicate informally with management on a variety of topics, including suggestions for Board or committee meeting agenda topics, recent developments, and other matters of interest to the Company.

Our Board is authorized and empowered to retain independent advisors and consultants when it deems appropriate, and the charter for each of its committees empowers each committee to retain independent advisors and consultants when appropriate.

In light of the critical importance of executive leadership to our success, our Board has a chief executive officer and key management succession planning process that is led by its Corporate Governance Committee. Our Corporate Governance Committee is charged with the responsibility of identifying and evaluating candidates to succeed our Chief Executive Officer and to report to the Board on the status of the succession plan. Our Corporate Governance Committee also reviews the potential internal candidates for each of our critical senior management positions and identifies areas of growth for those candidates that will best enable them to fill any anticipated or emergency leadership needs. Where there is not a satisfactory internal candidate for a position, our Board considers whether outside candidates are likely to be available in a timely manner and whether other alternatives need to be considered.

Our Corporate Governance Committee identifies potential director candidates through a variety of means, including recommendations from members of the Board, suggestions from Company management, and shareholder recommendations. Our Corporate Governance Committee may also, in its discretion, engage director search firms to identify candidates. During fiscal year ~~2019,~~2021, our Corporate Governance Committee did not retain the services of any director search firm and accordingly, no fees were paid to a director search firm or other third party to assist in identifying and evaluating director candidates.

Shareholders may recommend director candidates for consideration by the Corporate Governance Committee by submitting a written recommendation to the Corporate Governance Committee, c/o Lauren Satterfield, ~~Associate Counsel,~~Corporate Secretary, Delta Apparel, Inc., ~~322 S. Main Street, Greenville, South Carolina 29601,~~2750 Premiere Parkway, Suite 100, Duluth, Georgia 30097, or by email to lauren.satterfield@deltaapparel.com. The recommendation should include (i) the name, address and telephone number of the nominating shareholder, (ii) the nominee’s name, address, telephone number, qualifications (including principal occupation and employment history), and written consent to be named as a nominee in the Company’s proxy statement and to serve as a director, if elected, and (iii) the additional information regarding the nominating shareholder and nominee required by our Bylaws. Pursuant to our Bylaws, the recommendation must be received not less than 120 days prior to the first anniversary of the prior year annual meeting. A copy of our Bylaws may be obtained by submitting a written request to the ~~Associate Counsel~~Corporate Secretary of the Company.

Our Board has adopted qualification standards for the selection of independent nominees for director that can be found on the "Corporate Governance" tab on the "Investors" page of our website at www.deltaapparelinc.com under "Governance Documents." As provided in these standards, at a minimum, a nominee for our Board must (i) be over 21 years of age at the time of election; (ii) have experience in a position with a high degree of responsibility in a business or other organization; (iii) be able to read and understand basic financial statements; (iv) possess integrity and have high moral character; (v) be willing to apply sound, independent business judgment; and (vi) have sufficient time to devote to our Company.

We do not have a formal policy regarding Board member diversity; however, our Corporate Governance Committee considers diversity in selecting nominees for director and in the re-nomination of an incumbent director. Our Corporate Governance Committee views diversity broadly, including gender, ethnicity, differences of viewpoint, geographic location, skills, education, and professional and industry knowledge and experience, among other factors, and its goal is to nominate candidates from a broad range of experiences and backgrounds. We believe that a variety and balance of perspectives on our Board can result in more thoughtful discussions and deliberations.

In considering the re-nomination of an incumbent director, our Corporate Governance Committee reviews the director’s overall service to the Company during his or her term, including the number of meetings attended, level of participation and quality of performance, as well as any special skills or diversity that such director brings to our Board. In evaluating incumbent directors and all potential new directors, our Corporate Governance Committee considers, among other things, the candidate’s leadership, strategic, or policy-setting experience; experience and expertise that is relevant to our business; experience that provides our Board with a diversity of backgrounds; technical or other specialized expertise; and whether the candidate has high ethical character and a reputation for honesty, integrity and sound business judgment. All director candidates, whether recommended by shareholders or identified by other means, are initially screened by our Corporate Governance Committee, which may seek additional background and qualification information on the candidate. With respect to new director candidates who pass the initial screening, our Corporate Governance Committee conducts interviews with the candidates and then meets to discuss and consider each candidate’s qualifications and potential contributions to our Board, and determines by majority vote whether to recommend such candidates to our Board. The final decision to either appoint a candidate to fill a vacancy between annual meetings of shareholders or include a candidate on the slate of nominees proposed at an annual meeting of shareholders is made by our Board.

Our Board of Directors annually evaluates and assesses its performance and effectiveness as well as that of its committees. This assessment includes a comprehensive review of our Board's composition, responsibilities, leadership and committee structure, processes, and effectiveness.

Shareholders and other interested parties desiring to communicate directly with our Board of Directors or any individual director may do so in writing addressed to the intended recipient or recipients, c/o Lauren Satterfield, ~~Associate Counsel,~~Corporate Secretary, Delta Apparel, Inc., ~~322 S. Main Street, Greenville, South Carolina 29601,~~2750 Premiere Parkway, Suite 100, Duluth, Georgia 30097, or by email to lauren.satterfield@deltaapparel.com. All such communication will be reviewed by our ~~Associate Counsel,~~Corporate Secretary, with communications determined to be solicitations, junk mail, communication primarily commercial or operational in nature, or that request general information regarding the Company redirected as appropriate. All other ~~shareholder~~ communications will be promptly forwarded to the applicable member(s) of our Board or to the collective Board, as requested in the ~~shareholder~~ communication.

Issues or concerns regarding accounting, internal accounting controls or audit matters or possible violations of the Company's Ethics Policy Statement should be communicated pursuant to the terms of the Ethics Policy Statement, which is available without charge on the "Corporate Governance" tab on the "Investors" page of our website located at www.deltaapparelinc.com under "Governance Documents."

Our Board is committed to upholding the highest legal and ethical conduct in fulfilling its responsibilities and recognizes that related party transactions can present a heightened risk of potential or actual conflicts of interest. Our Board has adopted written policies and procedures with respect to these transactions that define related party transactions and provide a list of transactions which are excluded from the policy, such as executive officer compensation, director compensation, and transactions where all security holders receive proportional benefits. On an annual basis, each director and named executive officer is obligated to complete a questionnaire that requires disclosure of any transactions with the Company in which the director or executive officer, or any member of his or her immediate family, has a direct or indirect material interest. Our related party transactions policy requires that the Audit Committee review proposed related party transactions, and if approved, oversee them if they are (i) required to be disclosed pursuant to SEC rules, or (ii) subject to review and oversight by the Audit Committee under applicable listing requirements of the NYSE American exchange. Our policy is to approve a related party transaction only if it is in, or not inconsistent with, the best interests of the Company and its shareholders. When reviewing a proposed transaction, the Audit Committee is to consider, among other factors, whether the terms of the transaction are fair and on the same basis as would apply if the transaction did not involve a related party, the business reasons for the transaction, the impact of the transaction on the independence of an independent director, and whether it would represent an improper conflict of interest based on several specified criteria. The Company has not entered into any related party transactions which are required to be disclosed in the proxy statement.

We maintain an insider trading policy that prohibits the purchase or sale of Company securities while being aware of material, non-public information about the Company as well as the disclosure of such information to others who may trade in securities of the Company. Our insider trading policy also prohibits our directors, executive officers and employees from engaging in hedging activities or other short-term or speculative transactions in the Company's securities such as short sales, puts, calls or any similar transaction involving the Company's securities.

To better align the interests of our directors and senior management team with our shareholders and to further demonstrate a commitment to the Company and its future well-being, our Board of Directors has adopted minimum stock ownership requirements and guidelines with respect to our non-employee directors and certain of our executive officers. These guidelines require our non-employee directors to retain throughout their entire tenure with our Board at least 50% of all shares received as compensation for their Board service. In addition, these guidelines require individuals in the following executive officer positions to maintain ownership of a minimum amount of Company stock equal to that indicated below.

The covered executives are granted certain time periods within which to gain compliance with the ownership requirements and are subject to mandatory share retention provisions until compliance is achieved. Our Corporate Governance Committee is responsible for monitoring compliance with these guidelines. As of ~~September 28, 2019,~~October 2, 2021, these ownership requirements were satisfied by the applicable covered executives.

The Company's Board of Directors maintains a target director retirement age of 72. Upon any director reaching the age of 72, each such situation is reviewed on a case-by-case basis to determine what is in the best interests of the Company. The Company's Board of Directors also maintains a policy requiring directors that experience a substantive change in their occupation or career to offer their resignation to the Corporate Governance Committee, which will review each such situation on a case-by-case basis to determine what is in the best interests of the Company.

As of December ~~13, 2019,~~14, 2021, none of the Company's directors served on more than one other public company board of ~~directors.~~directors with the exception of Ms. Britt who serves on two additional public company boards.

We aim to disclose and communicate transparently any material risks that could affect our stakeholders, and we strive to implement policies and practices that continuously improve the transparency and sustainability of our supply chain. The Environmental, Social, and Governance (“ESG”) disclosures within our Annual Report on Form 10-K filed with the SEC for our fiscal year 2021 along with this definitive Proxy Statement align with the standards issued by the Sustainability Accounting Standards Board (“SASB”) for the Apparel, Accessories, and Footwear industry and with regulations and guidance issued by the Securities and Exchange Commission. The indicators in the Annual Report and definitive Proxy Statement have been carefully selected to show the most relevant aspects of our performance in the areas of environmental impact, health and safety, responsible raw material sourcing, safe chemical management, and responsible corporate governance.

The table below reflects SASB disclosures under the Apparel, Accessories, and Footwear industry and the location of that disclosure within the Annual Report on Form 10-K for fiscal year 2021 under Part I, Item 1. Business:

The following table sets forth the number of shares of our common stock and common stock equivalents we believe to be beneficially owned as of December ~~13, 2019,~~14, 2021, by (i) our current directors, (ii) the executive officers named in the Summary Compensation table and (iii) all of our current directors and executive officers as a group. Except as otherwise indicated, we believe that all of the individuals listed below have sole voting and investment power over the shares of our common stock identified as beneficially owned.

The following table sets forth the number of shares of our common stock we believe to be beneficially owned as of December ~~13, 2019,~~14, 2021, by each individual or entity, excluding the executive officers named in the Summary Compensation table and our current directors, known to the Company to be the beneficial owner of more than five percent of our common stock. Unless otherwise indicated, we believe that the individuals or entities named in the table have sole voting and investment power with respect to all shares shown.

Members of our Board of Directors, certain of our executive officers, and persons who hold more than 10% of our common stock are subject to the reporting requirements of Section 16(a) of the Exchange Act, which requires such individuals to file reports with the SEC regarding their beneficial ownership and changes in beneficial ownership of our common stock. We believe that all of our directors and such executive officers complied on a timely basis with filing requirements arising under Section 16(a) of the Exchange Act during our fiscal year ~~2019~~2021 except that ~~as a result of~~due to an inadvertent administrative error, ~~Jeffery N.~~Forms 4 with respect to restricted stock equity awards granted to Mr. Humphreys, Ms. Merrill, Mr. Stillwell, Mr. Encalada Arjona, and Ms. Satterfield were not timely filed ~~one late report on~~along with Ms. Satterfield's Form ~~4 reporting multiple direct sale transactions of~~ 3.

Our current executive officers are listed ~~below, which~~below. Excluding Ms. Satterfield and Ms. Walsh, we refer to those listed below as our "named executive officers" or "NEO's" in the Executive Compensation section and elsewhere in this Proxy Statement. Certain information regarding our ~~named~~ executive officers is provided below. These individuals are appointed to serve at the discretion of our Board. As previously disclosed in a Current Report on Form 8-K we filed with the SEC on ~~October 25, 2019, Justin M. Grow~~November 30, 2021, Deborah H. Merrill voluntarily resigned from ~~his~~her position as ~~Vice President of Administration, General Counsel and Corporate Secretary~~Chief Financial Officer of the Company effective as of December 15, ~~2019.~~2021, and will resign from all other positions with the Company effective January 22, 2022. The primary business address for Mr. Humphreys, Ms. Merrill (until January 22, 2022), Mr. Encalada Arjona, and Ms. ~~Merrill~~Walsh is ~~(and for Mr. Grow prior to his resignation was)~~2750 Premiere Parkway, Suite 100, Duluth, Georgia 30097. Ms. Satterfield's primary business address is 322 S. Main Street, Greenville, South Carolina ~~29601.~~29601, and Mr. Stillwell's primary business address is ~~24 12th Street,~~1147 Sixth Avenue, Columbus, Georgia 31901.

This Executive Compensation section discusses the material elements of compensation earned by, paid to or awarded to each of our named executive officers during our fiscal year ended ~~September 28, 2019,~~October 2, 2021, and describes the principles and philosophies underlying our executive compensation programs and policies. In addition, you will find a series of tables in this Proxy Statement containing specific information regarding our named executive officers' compensation in our ~~2019~~2021 fiscal year.

Delta Apparel, Inc., along with its operating subsidiaries, DTG2Go, LLC, Salt Life, LLC, and M.J. Soffe, LLC, is a vertically-integrated, international apparel company that designs, manufactures, sources, and markets a diverse portfolio of core activewear and lifestyle apparel products under the primary brands of Salt Life®, ~~COAST®,~~ Soffe®, and Delta. We are a market leader in the ~~direct-to-garment~~on demand, digital print and fulfillment industry, bringing ~~DTG2Go~~DTG2Go's proprietary technology and innovation to the supply chain of our customers. We specialize in selling casual and athletic products through a variety of distribution channels and tiers, including outdoor and sporting goods retailers, independent and specialty stores, better department stores and mid-tier retailers, mass merchants and e-retailers, the U.S. military, and through our business-to-business ~~e-commerce sites.~~digital platform. Our products are also made available direct-to-consumer aton our ecommerce sites and in our branded retail ~~stores and on our websites at www.saltlife.com, www.coastapparel.com, www.soffe.com and www.deltaapparel.com.~~ stores. Our~~We believe this~~ diversified distribution allows us to capitalize on our strengths to provide ~~casual~~our activewear and ~~other~~lifestyle apparel products to a broad and evolving customer base whose shopping preferences may span multiple retail channels.

As a vertically-integrated manufacturer, we design and internally manufacture the majority of our ~~products, which~~products. More than 90% of the apparel units we sell are sewn in our owned or leased facilities. This allows us to offer a high degree of consistency and quality, leverage scale efficiencies, and react quickly to changes in trends within the marketplace. We have manufacturing operations located in the United States, El Salvador, Honduras and Mexico, and we use domestic and foreign contractors as additional sources of production. Our distribution facilities are strategically located throughout the United States to better serve our customers with same-day shipping on our catalog products and weekly replenishments to retailers. Additional information about our Company is available at www.deltaapparelinc.com.

The compensation of our named executive officers was approved at our prior annual meeting of shareholders on February ~~7, 2019,~~11, 2021, with almost 99% of the shares represented at the meeting (excluding broker non-votes) cast in favor of our executive compensation programs. We have considered those results in making executive compensation decisions and ~~determining~~reviewing our executive compensation programs and policies. Our executive compensation programs and policies during fiscal year ~~2019~~2021 generally remained consistent with those presented in our proxy statement for our February ~~7, 2019,~~11, 2021, annual meeting of ~~shareholders.~~shareholders, with the exception of adjustments to our named executive officer incentive compensation program payout calculations in fiscal year 2020 due to the COVID-19 pandemic.

~~We pay for performance and place a significant portion of executive officer compensation "at risk"~~

~~We cap the amount of cash incentive compensation and equity awards that an executive may receive in any year~~

~~We have robust stock ownership guidelines for certain executive positions and our directors~~

~~We have double trigger change-in-control cash severance benefits in our executive employment agreements~~

~~We pay reasonable salaries and provide appropriate benefits to our executives~~

~~We generally provide a blend of short-term and long-term incentive opportunities as well as a blend of cash and equity incentive opportunities~~

~~Our Compensation Committee is made up entirely of independent directors and is empowered to select and engage its own independent advisors~~

~~We do not allow hedging, puts, calls or similar derivative transactions related to our stock~~

~~We do not reprice stock options and do not exchange "underwater" options for cash~~

~~We do not provide guaranteed cash bonuses to our named executive officers~~

~~We do not offer a defined benefit pension plan~~

~~We do not offer a supplemental executive retirement plan~~

The principal elements of our named executive officer compensation program are base salary, performance-based annual cash incentives, service-based and performance-based equity incentives, and the employee benefits provided to our other full-time domestic employees. We utilize a combination of the foregoing elements with the ultimate goals of attracting, retaining and appropriately rewarding executive management talent and aligning the short-term and long-term interests of our executives with those of our shareholders. It is important to us that the compensation of our named executive officers be directly linked to Company performance and, with that goal in mind, our Compensation Committee believes that a significant portion of our named executive officer compensation must be "at risk", or not guaranteed, and directly tied to the financial success of the Company.

Consistent with our approach in prior years, we placed primary emphasis on earnings before interest and taxes, or "EBIT", and return on capital employed, or "ROCE", in evaluating and monitoring Company performance relative to the compensation of our executives in fiscal year ~~2019.~~2021. We define EBIT as our revenue less expenses, excluding interest and taxes. ROCE is defined as our EBIT as a percentage of our 12-month average capital employed, with capital employed generally being equity plus debt, net of cash, cash equivalents and ~~deferred~~ taxes. We continue to believe that these metrics strike a proper balance between generating financial profits and efficiently allocating our capital, and that these metrics are also understandable to the applicable stakeholders.

The discussion below is intended to assist you in understanding the information provided in this Executive ~~Summary~~Compensation section and the accompanying compensation tables contained in this Proxy Statement, and to put that information into context within our overall executive compensation program. For the reasons described in this Executive Compensation section and accompanying tables, we believe our executive compensation programs are designed to properly support our Company goals and encourage profitable growth for our business.

We continue to believe that the compensation programs offered to our named executive officers align with our performance-based compensation philosophy and that our emphasis on performance-based compensation is reflected in the compensation paid to our named executive officers. For example, in fiscal year 2019, the Company achieved ROCE that was slightly below the target threshold set by our Compensation Committee applicable to the equity award for which our Chairman and Chief Executive Officer, Mr. Humphreys, was eligible, and Mr. Humphreys forfeited shares as a result. By way of further example, in our 2018 fiscal year, the Company achieved ROCE in line with the target threshold applicable to Mr. Humphreys' equity award and he received the target amount of shares for which he was eligible. However, in fiscal years 2016 and 2017, the Company achieved ROCE above the applicable target threshold and, as a result, Mr. Humphreys was awarded shares in excess of the target amount for which he was eligible in each of those years. In other years the Company has not achieved the applicable minimum ROCE threshold and Mr. Humphreys was not awarded any shares in such years. The same dynamic is evident in our cash incentive plans tied to our consolidated EBIT performance, with our named executive officers receiving more than the target amount of cash incentive compensation for which they were eligible for fiscal years 2018 and 2019 because our EBIT was above applicable target levels. In some years, however, our named executive officers have received less than or none of the target amount of cash incentive compensation because our consolidated EBIT was below the applicable minimum or target levels. In fiscal year 2020 due to the unusual challenges presented as a result of the COVID-19 pandemic, our Compensation Committee reviewed additional measurements of Company performance in order to determine adjusted payout calculations for our NEOs.

For equity awards based on ROCE calculations for both fiscal years 2020 and 2021 granted to our NEOs, the Compensation Committee, using the criteria discussed in our proxy statement for our February 11, 2021 annual meeting of shareholders, determined the Company generated an adjusted ROCE of 9.5% for fiscal year 2020. This adjusted ROCE of 9.5% was used for fiscal year 2020 performance when determining the vesting amount for these equity awards based on performance during fiscal years 2020 and 2021. For fiscal year 2021 performance, the ROCE calculation was not adjusted and was calculated to be 11.7%.

More detail regarding the compensation of our named executive officers can be found within the Summary Compensation table located within this Proxy Statement.

Our approach to executive compensation continues to be defined by the following primary objectives:

•

Aligning the interests of our shareholders and executives;


	•	Establishing a strong link between executive pay and Company performance; and


	•	Attracting, retaining and appropriately rewarding executive management talent in line with market practices.

Alignment of Shareholder and Executive Interests

Our executive compensation program elements are aligned with the interests of our shareholders in several key respects. The cash incentive compensation for which our executives were eligible in fiscal year ~~2019~~2021 was contingent on the Company's achievement of EBIT goals that we believe were both reasonable and challenging under the applicable business conditions. The performance-based equity ~~incentive compensation~~awards for which ~~Mr. Humphreys was~~Ms. Merrill and Messrs. Stillwell and Encalada Arjona were eligible into vest based on fiscal ~~year 2019 was~~years 2020 and 2021 performance were contingent upon what we believe to be properly balanced ROCE ~~goals. Moreover,~~goals including the ~~performance-based equity awards~~adjusted ROCE calculation for ~~which Ms. Merrill and Messrs. Grow and Stillwell were eligible based on fiscal year 2018 and 2019 performance were contingent upon~~

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~~what we believe to be properly balanced ROCE goals, and the performance-based equity awards based on~~ fiscal year 2020 ~~and 2021 performance recently granted to Ms. Merrill and Mr. Stillwell are also contingent upon what we believe to be properly balanced ROCE goals.~~discussed above.

For several years now, the equity incentives awarded to our executives have consisted of service-based restricted stock units and/or performance units. A significant portion of these equity incentive awards is based entirely on the Company's performance with respect to ROCE. All of the equity incentive awards for which Mr. Humphreys was eligible in fiscal year ~~2019 and all of the equity awards for which he is eligible in fiscal year~~ 2020 ~~are~~was based on the Company's performance with respect to ~~ROCE.~~the adjusted ROCE measure discussed above. For fiscal year 2021, all of the equity incentive awards for which Mr. Humphreys was eligible consisted of service-based restricted stock units.

In addition, the Company's stock ownership and retention guidelines, as described in the "Corporate Governance" section of this Proxy Statement, require certain of our executives, including our Chief Executive Officer and Chief Financial Officer, to maintain a significant ownership stake in the Company, effectively linking their long-term interests with those of our shareholders. Our executives are also subject to the prohibitions in our insider trading policy with respect to short selling and other speculative and derivative trading activities as well as hedging transactions with respect to our stock. We continue to believe that these restrictions, coupled with our stock ownership guidelines and the structure of our incentive compensation programs, substantially align executive and shareholder interests.

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Link Between Executive Pay and Performance

As noted above, to more effectively link executive pay with the financial performance of the Company, our Compensation Committee believes that a significant portion of our named executive officer compensation must be "at risk" based on objective and predetermined financial performance criteria. The compensation for which our named executive officers were eligible in fiscal year ~~2019~~2021 is indicative of our strong commitment to this pay-for-performance philosophy.

Approximately ~~46%~~45% of the aggregate target cash compensation for which Mr. Humphreys was eligible in the ~~2019 fiscal year was entirely at risk and contingent on the Company's financial performance, and 100% of the equity compensation for which Mr. Humphreys was eligible in the 2019~~2021 fiscal year was entirely at risk and contingent on the Company's financial performance. Approximately 41%, ~~25%~~33%, and ~~37%~~ 24% of the aggregate target cash compensation for which Ms. Merrill, Mr. ~~Grow~~Stillwell, and Mr. ~~Stillwell~~Encalada Arjona were, respectively, eligible in the ~~2019~~2021 fiscal year was entirely at risk and contingent on the Company's financial performance. In addition, one-half of the equity compensation opportunities in which Ms. Merrill, Mr. Stillwell, and ~~Messrs. Grow and Stillwell~~Mr. Encalada Arjona were eligible to vest based on fiscal year ~~2018~~2020 and ~~2019~~2021 performance was entirely at risk and contingent on the Company's financial ~~performance.~~performance, with the exception of the fiscal year 2020 additional measures of Company performance evaluated by the Compensation Committee and discussed in detail in the proxy statement for our February 11, 2021, annual meeting of shareholders.

Attracting, Retaining and Rewarding Executives

We seek to attract, retain and reward our executive officers by establishing compensation and benefit levels that are competitive relative to those offered by other companies in our industry of similar size, scope, complexity and/or other relevant characteristics. Each named executive officer's overall responsibility level within our organization, unique skills and capabilities, long-term leadership potential, and individual performance are also considered in establishing compensation. Historic pay levels and internal pay equity considerations also factor into our executive compensation decisions.

Executive Compensation Components

The principal components of compensation for our named executive officers are:

~~Base salary;~~

	•	Base salary;

	•	Performance-based cash incentives;


	•	Performance-based and/or service-based equity incentives; and


	•	Other employee benefits generally provided to all full-time employees in the United States.

Although there is no pre-established policy or target for the allocation between specific compensation components, a significant portion of our named executive officers' annual total target compensation is generally intended to be contingent on Company performance relative to performance goals established for our cash and/or equity incentive plans. We believe this approach reflects our objective of aligning the interests of our executives and shareholders and rewarding our executives based on Company performance without encouraging excessive or unnecessary risk in the decisions made by our named executive officers.

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Compensation Decision Roles

Compensation Committee

Our Compensation Committee reviews and approves all compensation for our named executive officers, authorizes all awards under our stock plans, and reports its decisions to our Board. The independent members of our Board also review and approve the compensation for our Chief Executive Officer. Our corporate human resources department, in consultation with our Chief Executive Officer, has traditionally provided our Compensation Committee with the recommended amounts for each element of compensation, historical levels for each compensation element, and other applicable information. While the recommendations of management provide valuable guidance, our Compensation Committee ultimately makes all final decisions with respect to compensation levels and structure for our named executive officers (except for the Chief Executive Officer, which is approved by both our Compensation Committee and our independent directors). Our Compensation Committee is empowered to engage outside advisors to provide additional information and analysis. Our Compensation Committee's charter lists the specific responsibilities of the committee and can be accessed without charge on the "Corporate Governance" tab of the "Investors" page of our website at www.deltaapparelinc.com.

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During our fiscal year ~~2018,~~2021, our Compensation Committee engaged compensation advisor FW Cook to conduct a market review of the compensation levels for the positions occupied by certain of our named executive officers. FW Cook utilized the following peer group of ~~eight~~nine companies in analyzing the compensation of the Company's named executive officers in fiscal year ~~2018:~~2021:

G-III Apparel Group, Ltd.	Gildan Activewear Inc.	Movado Group, Inc.	Oxford Industries, Inc.	~~Perry Ellis International, Inc.~~
Rocky Brands, Inc.
Superior Group of Companies, Inc.	Unifi, Inc.	Vera Bradley, Inc.	Vince Holding Corp., Inc.

Our Compensation Committee’s goal is to award compensation that is properly balanced when all elements of potential compensation are considered. Our Compensation Committee believes that the aggregate components of our executive compensation program provide a total compensation level that is sufficient to attract, retain, motivate and reward our executive officers.

Company Management

Company management is responsible for developing and maintaining an effective compensation program throughout the Company and for administering the compensation programs decided upon by our Compensation Committee. Our Chief Executive Officer annually reviews the performance of each of our other named executive officers and provides input regarding the compensation of such named executive officers that is factored into the recommendations to our Compensation Committee. Decisions regarding the non-equity compensation of other employees are made by management while the equity compensation of such employees is approved by the Compensation Committee.

Base Salary

Base salary is paid to our executives in cash on a semi-monthly basis throughout the year and provides a minimum, fixed level of compensation. The base salary for each named executive officer is guided by the relative salary levels for comparable positions in the apparel industry, as well as the assessed potential of the executive, the executive's scope of responsibility, personal performance, experience and length of service to the Company. Each executive officer's base salary is reviewed annually and generally may be adjusted to reflect the Company's financial performance, any change in the executive officer's responsibilities, the executive officer's overall performance, inflation and other applicable factors.

~~Neither~~ Mr. Humphreys' ~~nor~~, Ms. Merrill's, and Mr. Stillwell's base salaries were not increased during our ~~2019~~2021 fiscal year. ~~Ms. Merrill's base salary was increased from $425,000 to $500,000 during our 2019 fiscal year and~~ Mr. ~~Grow's~~Encalada Arjona's base salary was increased from $250,000 to $300,000 during our ~~2019~~2021 fiscal year. Mr. Humphreys' employment agreement with the Company provides that he will receive a base annual salary of at least ~~$760,000,~~$780,000, subject to upward adjustment at the discretion of our independent directors. Beginning January 1, 2022, Mr. Humphreys' salary will be increased to $850,000. Each of Ms. Merrill's (prior to her resignation) and Mr. Stillwell's employment agreements with the Company provide ~~(and Mr. Grow's employment agreement with the Company prior to his resignation provided)~~ that they will receive a base annual salary of at least $500,000 ~~$315,000~~ and ~~$300,000,~~$315,000, respectively, with each subject to upward adjustment.

~~Delta Apparel, Inc.~~ Mr. Encalada Arjona does not have an employment agreement with the Company. As previously disclosed in a Current Report on Form 8-K we filed with the SEC on November 30, ~~Proxy Statement~~

~~Table~~2021, Ms. Walsh entered into an employment agreement with the Company effective December 15, 2021 which provides that she will receive a base annual salary of ~~Contents~~

at least $400,000 subject to upward adjustment.

Base salaries for each of our named executive officers as of our ~~2019~~2021 fiscal year ended ~~September 28, 2019,~~October 2, 2021, were as follows:

Named Executive Officer Base Salaries

Fiscal Year Ended ~~September 28, 2019~~October 2, 2021


Executive Officer	Base Salary
Robert W. Humphreys	$~~760,000~~780,000
Deborah H. Merrill	$~~500,000~~
~~Justin M. Grow~~	~~$300,000~~515,000
Jeffery N. Stillwell	$~~315,000~~325,000
Carlos E. Encalada Arjona	$300,000

Mr. Humphreys', Ms. Merrill's, Mr. Grow's and Mr. Stillwell's base salaries were increased to $780,000, $515,000, $310,000 and $325,000, respectively, as of the beginning of the Company's 2020 fiscal year.

Annual Cash Incentive Compensation (AIC)

Our named executive officers are eligible for annual cash incentive compensation (“AIC”) that provides for the payment of cash bonuses pursuant to our Short-Term Incentive Compensation Plan. Our Short-Term Incentive Compensation Plan is designed to motivate our named executive officers and other participating employees to achieve and exceed objective annual business performance goals and to reward those employees based on such achievement. Our Compensation Committee certifies that the performance goals have been achieved prior to the payment of any AIC. Our Short-Term Incentive Compensation Plan states that no participant in the plan shall receive compensation pursuant to the plan in excess of $1.5 million during any calendar year. Our Compensation Committee may, at its discretion, adjust the actual AIC paid.

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Target Value

The overall AIC opportunity for each of our named executive officers varies depending upon the executive's position, with the target value defined as a certain dollar amount per individual. Our Compensation Committee considers compensation recommendations and information provided by our corporate human resources department, information regarding each executive's individual performance and responsibilities, and other applicable data, to determine the appropriate target value for each executive. Mr. Humphreys' agreement with the Company provides that he will participate in the Company’s Short-Term Incentive Compensation Plan with a target value of $650,000 during fiscal ~~years 2018, 2019 and 2020.~~year 2021. As previously disclosed on Form 8-K we filed with the SEC on November 30, 2021, Mr. Humphreys' target value for fiscal year 2022 will be increased to $750,000. Ms. Walsh's agreement with the Company provides that she will participate with a target value of $150,000 for fiscal year 2022.

The target AIC values for each of our named executive officers based on the Company's performance as a whole, or consolidated performance, in fiscal year ~~2019~~2021 were as follows:

Consolidated AIC Plan Target Values

Fiscal Year ~~2019~~2021


Executive Officer	Target Value
Robert W. Humphreys	$650,000
Deborah H. Merrill	$150,000
~~Justin M. Grow~~	~~$100,000~~
Jeffery N. Stillwell	$30,000
Carlos E. Encalada Arjona	$30,000

We believe that focusing the executive team as a group on common financial performance goals results in greater long-term success for the Company. Our named executive officers each have cash incentive opportunities conditioned on the Company's achievement of objective financial goals. Under the AIC plan approved by our Compensation Committee for the ~~2019~~2021 fiscal year based on the Company's consolidated performance, our named executive officers' cash incentive opportunities were based on the Company's EBIT, along with a multiplier based on the Company's year-over-year sales growth (or decline) from fiscal year ~~2018~~2020 to ~~2019.~~2021.

In establishing the EBIT threshold required to earn the target AIC value, our Compensation Committee considered, among other things, the consolidated operating performance across the business anticipated for the ~~2019~~2021 fiscal year. Our Compensation Committee approved scaled target value achievement for EBIT results between the minimum and maximum EBIT thresholds and, if minimum performance goals were not met by the Company, there was no guaranteed cash incentive payment.

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Consolidated AIC Plan Results

The ~~2019~~2021 fiscal year AIC payments to each of our named executive officers based on the Company's consolidated EBIT, ~~and~~ year-over-year sales growth (or decline) were as follows:

Consolidated AIC Plan Payments

Fiscal Year ~~2019~~2021


Executive Officer	Target Value	Payment	Target Value	Payment
Robert W. Humphreys	$650,000	$846,950	$650,000	$1,500,000
Deborah H. Merrill	$150,000	$195,450	$150,000	$375,000
Justin M. Grow	$100,000	$130,300
Jeffery N. Stillwell	$30,000	$39,090	$30,000	$75,000
Carlos E. Encalada Arjona			$30,000	$75,000

Activewear, DTG2Go and Soffe AIC Plans

In addition to the above-referenced AIC opportunity based on the consolidated performance of the Company, Ms. Merrill was eligible for an AIC opportunity with a target of $100,000 based solely on the performance of our Activewear business in fiscal year ~~2019.~~2021. Ms. Merrill was also eligible for an AIC opportunity with a target of $62,500 based solely on the performance of our DTG2Go digital print business in fiscal year ~~2019~~2021 as well as an AIC opportunity with a target of $40,000 based solely on the performance of our Soffe business in fiscal year ~~2019.~~2021. The Compensation Committee determined that it was in the best interest of the Company to provide Ms. Merrill with these additional AIC opportunities due to the substantial time that Ms. Merrill was expected to devote to our Activewear, DTG2Go and Soffe businesses during fiscal year ~~2019~~2021 in connection with her leadership role in those businesses as President of our Delta Group segment.

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Ms. Merrill's Activewear-specific AIC opportunity was based entirely on the EBIT achieved by our Activewear business in fiscal year ~~2019,~~2021, her DTG2Go-specific AIC opportunity was originally based entirely on the EBIT achieved by our DTG2Go business in fiscal year ~~2019,~~2021, and her Soffe-specific AIC opportunity was based on Soffe's performance with respect to various objective performance metrics in fiscal year ~~2019.~~2021. If minimum EBIT thresholds were not met by our Activewear or DTG2Go businesses, there was no guaranteed cash incentive payment for Ms. Merrill under the applicable AIC opportunity. Likewise, if none of the minimum thresholds established with respect to the performance metrics applicable to Ms. Merrill's Soffe-specific AIC opportunity were met by our Soffe business, there was no guaranteed cash incentive payment for Ms. Merrill under that AIC opportunity. However, for fiscal year 2021 the Compensation Committee determined to approve annual cash incentive payments for our DTG2Go business after evaluating additional performance measures for DTG2Go in addition to the EBIT measurement. In addition to the NEO participant, all other employee participants in the DTG2Go plan received the AIC payout based on the Compensation Committee's evaluation of these additional performance measurements.

In addtion to the above-referenced AIC opportunity based on the consolidated performance of the Company, Mr. Encalada Arjona was eligible for an AIC opportunity with a target of $50,000 based solely on the performance of our Activewear business in fiscal year 2021 due to the substantial time that Mr. Encalada Arjona was expected to devote to our Activewear business during fiscal year 2021 in connection with his leadership role as Vice President of Manufacturing. Mr. Encalada Arjona's Activewear-specific AIC opportunity was based entirely on the EBIT achieved by our Activewear business in fiscal year 2021. If minimum EBIT thresholds were not met by our Activewear business, there was no guaranteed cash incentive payment for Mr. Encalada Arjona under the AIC opportunity.

Salt Life AIC Plan

In addition to the above-referenced AIC opportunity based on the consolidated performance of the Company, Mr. Stillwell was eligible for an additional AIC opportunity with a target of $130,000 based solely on the performance of our Salt Life business in fiscal year ~~2019.~~2021. The Compensation Committee determined that it was in the best interest of the Company to provide Mr. Stillwell with this additional AIC opportunity due to the substantial time that Mr. Stillwell was expected to devote to our Salt Life business during fiscal year ~~2019~~2021 in connection with his leadership role in that business as President of our Salt Life Group segment. Mr. Stillwell's Salt Life-specific AIC opportunity was based ~~entirely~~ on the EBIT achieved by our Salt Life business in fiscal year ~~2019.~~2021, along with a multiplier based on Salt Life's year-over-year sales growth (or decline) from fiscal year 2020 to 2021. If minimum EBIT thresholds were not met by our Salt Life business, there was no guaranteed cash incentive payment for Mr. Stillwell.

Equity Incentive Compensation

Our named executive officers receive equity incentive compensation designed to provide each officer with a significant incentive to manage the Company from the perspective of an owner with an equity stake in the business and to link their compensation to the Company's long-term financial success. All equity awards are granted by our Compensation Committee with the aim of creating a meaningful opportunity for stock ownership based upon the executive’s current position and level of responsibility, the assessed potential of the executive, the executive’s performance, the executive’s other forms of compensation and total compensation, any other factors that are deemed relevant to accomplish the long-term goals of the Company and, as appropriate, the recommendation of the Chief Executive Officer and/or corporate human resources function.

All stock-based awards granted to our named executive officers in fiscal year ~~2019~~2021 were made under the Delta Apparel, Inc. ~~2010~~2020 Stock Plan ~~(the "2010~~("2020 Stock Plan"), which was approved by our shareholders ~~on November 11, 2010, and re-approved~~ at our February ~~4, 2015,~~6, 2020, annual meeting of shareholders. Under the ~~2010~~2020 Stock Plan, our Compensation Committee has the authority to determine to whom awards may be granted and the size and type of each award and manner in which such awards will vest. The awards available consist of stock options, stock appreciation rights, restricted stock, restricted stock units, performance stock, performance units, and other stock or cash awards. The ~~2010~~2020 Stock Plan limits the number of shares that

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may be covered by awards to any participant in a given calendar year and also limits the aggregate awards of restricted stock, restricted stock units and performance stock granted in any given calendar year.

With limited exceptions (such as awards intended as employment retention vehicles), our general practice with respect to equity awards to our named executive officers other than our Chief Executive Officer has been to make regular equity incentive grants every other year that vest on a two-year schedule based on service ~~and/or~~and objective performance criteria. Consistent with this practice, our Compensation Committee made equity awards to Ms. Merrill and Messrs. ~~Grow~~Stillwell and Stillwell on October 1, 2017, that were eligible to vest on the filing of our Annual Report on Form 10-K with the SEC for our fiscal year ended September 28, 2019, based on service and objective performance criteria, and also made equity awards to Ms. Merrill and Messrs. Grow and StillwellEncalada Arjona on September 29, 2019, that ~~are, or~~ were ~~in the case of Mr. Grow prior to his December 15, 2019, voluntary resignation from employment with the Company,~~ eligible to vest on the filing of our Annual Report on Form 10-K with the SEC for our fiscal year ending October 2, 2021, based on service and objective performance ~~criteria. Our recent practice with respect to~~criteria, and also made equity awards to Ms. Merrill and Messrs. Stillwell and Encalada Arjona on October 3, 2021, that are, or were in the case of Ms. Merrill prior to her voluntary resignation from employment with the Company effective January 22, 2022, eligible to vest on the filing of our Annual Report on Form 10-K with the SEC for our fiscal year ending September 30, 2023, based on service and objective performance criteria. For fiscal years 2021 and 2022, our Chief Executive Officer ~~has been~~received equity awards that are eligible to ~~provide equity incentive opportunities that~~ vest on a one-year schedule based solely on service criteria. Our Compensation Committee also made equity awards to Ms. Walsh on December 15, 2021, that are eligible to vest on the filing of our Annual Report on Form 10-K with the SEC for our fiscal year ending September 30, 2023, based on service and objective performance criteria. These equity awards are discussed in detail in the following paragraphs.

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Chief Executive Officer

On ~~April 27, 2017,~~May 11, 2020, the Company and Mr. Humphreys entered into a ~~fourth~~fifth amendment to Mr. Humphreys' employment agreement in connection with which Mr. Humphreys received a grant of ~~126,000 performance~~100,000 service-based restricted stock units ~~subject~~eligible to ~~vesting based on Company performance~~vest in fiscal years ~~2018, 2019~~2021 and ~~2020. One-third~~2022 subject to Mr. Humphreys' continued service from the grant date until the vesting date. One-half of such ~~performance units (42,000) were eligible to vest upon the filing of our Annual Report on Form 10-K for our 2018 fiscal year based on our average ROCE for such year, one-third of such performance~~service-based restricted stock units were eligible to vest upon the filing of our Annual Report on Form 10-K for our ~~2019~~2021 fiscal year ~~based on our average ROCE for such year,~~ and ~~one-third~~the other half of ~~such performance~~the service-based restricted stock units are eligible to vest upon the filing of our Annual Report on Form 10-K for our ~~2020~~2022 fiscal ~~year based on our average ROCE for such~~ year.

With respect to the 50,000 units for which Mr. Humphreys was eligible to vest in connection with his continued service until the ~~Company's performance~~vesting date in fiscal year ~~2019,~~2021, Mr. Humphreys received shares of Company stock equal to the ~~value of the aggregate~~ number of vested ~~performance~~service-based restricted stock units. With respect to the 50,000 units in which Mr. Humphreys may vest in connection with Mr. Humphreys' continued service until the ~~Company's performance~~vesting date in fiscal year ~~2020,~~2022, Mr. Humphreys will receive shares of Company stock equal to the ~~value of the aggregate~~ number of any vested ~~performance~~service-based restricted stock units. No tax assistance is provided under this award, but Mr. Humphreys may elect for the Company to deduct from any shares vesting an amount sufficient to satisfy any tax liability.

~~The following table sets forth the calculation of the equity incentive compensation award for which Mr. Humphreys was eligible based on the Company's average ROCE in fiscal year 2019.~~

~~CEO Equity Incentive Compensation Opportunity Results~~

~~Fiscal Year 2019~~

ROCE (100% of Target Units)
Performance Targets
Performance Results
Average ROCE Levels Vesting Percentage Average ROCE Vesting Percentage
Less than 3% 0% of target units 6.8% 96%
3%
20% of target units

3% to 7% 20% to 100% of target units (pro rata) Target Units; 42,000
7% 100% of target units
7% to 12% 100% to 120% of target units (pro rata) Vested Units; 40,320
12% 120% of target units (maximum)

Other Named Executive Officers

On ~~October 2, 2017,~~September 29, 2019, Ms. Merrill was awarded 12,000 service-based restricted stock units and 12,000 performance units, ~~and Messrs. Grow and~~Mr. Stillwell ~~were each~~was awarded 6,000 service-based restricted stock units and 6,000 performance units, and Mr. Encalada Arjona was awarded 1,500 service-based restricted stock units and 1,500 performance units. The service-based awards ~~to Ms. Merrill and Messrs. Grow and Stillwell consisted~~consist of restricted stock units that were eligible to vest on the filing of our Annual Report on Form 10-K with the SEC for our fiscal year ~~ended September 28, 2019,~~ending October 2, 2021, subject to each named executive officer's continued service from the grant date until the vesting date. The performance units awarded ~~to Ms. Merrill and Messrs. Grow and Stillwell~~ were eligible to vest based on our average ROCE for the two-year period ~~ended September 28, 2019,~~ending October 2, 2021, with pro rata unit vesting applicable if the actual two-year average ROCE ~~was~~is between the minimum and maximum ROCE performance thresholds. Any vested units were payable in shares of Company stock equal to one-half of

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the value of the aggregate number of such vested units and a cash payment equal to one-half of the value of the aggregate number of such vested units. No tax assistance was provided under this award, but ~~Ms. Merrill and Messrs. Grow and Stillwell~~each executive could ~~each~~ elect for the Company to deduct from any shares vesting an amount sufficient to satisfy any tax liability. For fiscal year 2020, the Compensation Committee calculated an adjusted ROCE of 9.5% to use in calculating the two-year payout of this plan upon the filing of our Annual Report on Form 10-K with the SEC for our fiscal year 2021. For fiscal year 2021 performance, the ROCE calculation was not adjusted and was calculated to be 11.7% which resulted in a two-year average ROCE of 10.6%.

The following table sets forth the calculation of the equity incentive compensation awards for which Ms. Merrill and Messrs. ~~Grow~~Stillwell and ~~Stillwell~~Encalada Arjona were eligible based on the Company's average ROCE for fiscal years ~~2018~~2020 and ~~2019.~~2021.

Other NEOPerformance-Based Equity Incentive Compensation Opportunity Results

Two-Year Period Ended ~~September 28, 2019~~October 2, 2021

ROCE (100% of Target Units)
Performance Targets

Performance Results
Average ROCE Levels Vesting Percentage Average ROCE Vesting Percentage
Less than 5% 0% of target units 6.9% 69%
5%
50% of target units

5% to 10% 50% to 100% of target units (pro rata)
10% 100% of target units
10% to 15% 100% to 150% of target units (pro rata)
15% 150% of target units (maximum)


ROCE (100% of Target Units)
Performance Targets		Performance Results
Average ROCE Levels	Vesting Percentage	Average ROCE	Vesting Percentage
Less than 5%	0% of target units	10.6%	106%
5%	50% of target units
5% to 10%	50% to 100% of target units (pro rata)
10%	100% of target units
10% to 15%	100% to 150% of target units (pro rata)
15%	150% of target units (maximum)

Ms. Merrill vested in 12,000 restricted stock units and ~~8,280~~12,720 performance units, ~~and Messrs. Grow and~~Mr. Stillwell ~~each~~ vested in 6,000 restricted stock units and ~~4,140~~6,360 performance units, and Mr. Encalada Arjona vested in 1,500 restricted stock units and 1,590 performance units pursuant to the above-referenced equity ~~award.~~awards.

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On ~~January 31, 2018,~~February 5, 2020, Ms. Merrill was awarded 30,000 service-based restricted stock units and ~~Messrs. Grow and~~Mr. Stillwell ~~were each~~was awarded 16,000 service-based restricted stock units, all of which are eligible to vest if each executive remains employed with the Company through the filing of our Annual Report on Form 10-K with the SEC for our ~~2020~~2022 fiscal year. These service-based restricted stock units are intended to serve as an employment retention vehicle and to further align the executive's interests with those of our shareholders. Any vested units will be paid in shares of Company stock equal to the value of the aggregate number of such vested units. No tax assistance is provided under this award, but each executive may elect for the Company to deduct from any shares vesting an amount sufficient to satisfy any tax liability. ~~Mr. Grow is no longer eligible for this award~~Ms. Merrill subsequently forfeited these service-based restricted stock units due to ~~his December 15, 2019,~~her January 22, 2022, voluntary resignation from the Company.

On ~~September 29, 2019,~~October 3, 2021, Ms. Merrill was awarded ~~12,000~~10,000 service-based restricted stock units and ~~12,000~~10,000 performance units, ~~and Messrs. Grow and~~Mr. Stillwell ~~were each~~was awarded ~~6,000~~5,000 service-based restricted stock units and ~~6,000~~5,000 performance units, Mr. Encalada Arjona was awarded 2,500 service-based restricted stock units and 2,500 performance units, and on December 15, 2021, Ms. Walsh was awarded 5,000 service-based restricted stock units and 5,000 performance units. The service-based awards consist of restricted stock units that are eligible to vest on the filing of our Annual Report on Form 10-K with the SEC for our fiscal year ending ~~October 2, 2021,~~September 30, 2023, subject to each named executive officer's continued service from the grant date until the vesting date. The performance units awarded are eligible to vest based on our average ROCE for the two-year period ending ~~October 2, 2021,~~September 30, 2023, with pro rata unit vesting applicable if the actual two-year average ROCE is between the minimum and maximum ROCE performance thresholds. Any vested units are payable in shares of Company stock equal to one-half of the value of the aggregate number of such vested units and a cash payment equal to one-half of the value of the aggregate number of such vested units. No tax assistance is provided under this award, but each executive may elect for the Company to deduct from any shares vesting an amount sufficient to satisfy any tax liability. ~~Mr. Grow is no longer eligible for~~Ms. Merrill subsequently forfeited these ~~awards~~service-based restricted stock units due to ~~his December 15, 2019,~~her January 22, 2022, voluntary resignation from the Company.

On December 15, 2021, Ms. Walsh was awarded 5,000 service-based restricted stock units which are eligible to vest if she remains employed with the Company through the filing of our Annual Report on Form 10-K with the SEC for our 2022 fiscal year and 13,000 service-based restricted stock units which are eligible to vest if she remains employed with the Company through the filing of our Annual Report on Form 10-K with the SEC for our 2024 fiscal year. These service-based restricted stock units are intended to serve as a sign-on award and an employment retention vehicle and to further align the executive's interests with those of our shareholders. Any vested units will be paid in shares of Company stock equal to the value of the aggregate number of such vested units. No tax assistance is provided under this award, but Ms. Walsh may elect for the Company to deduct from any shares vesting an amount sufficient to satisfy any tax liability.

Other Employee Benefits

~~Our~~Excluding Mr. Encalada Arjona who receives the same employee benefits generally available to all of our full-time employees in Mexico, our named executive officers receive the same employee benefits generally available to all of our full-time employees in the United States, including health, dental and vision insurance and eligibility to participate in our 401(k) plan. We provide our named executive officers with the same 401(k) matching benefit offered to all participating employees of the Company. We do not maintain any deferred compensation or supplemental executive retirement plans.

Employment Agreements

We compete for executive talent and believe that agreements providing severance and other protections play an important role in attracting and retaining key executives. WeWith the exception of Mr. Encalada Arjona, we have entered into employment agreements with all named executive officers and other selected senior executives and key managers.

Robert W. Humphreys, our Chairman and Chief Executive Officer, has an employment agreement with the Company dated June 12, 2009, which was subsequently amended on August 17, 2011, June 6, 2012, December 5, 2014, ~~and~~ April 27, ~~2017.~~2017, and May 11, 2020. Ms.

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Merrill and Mr. Stillwell are each party to ~~(and Mr. Grow was a party to prior to his resignation from the Company)~~ an employment agreement with the Company dated January 1, 2019. Ms. Walsh entered into an employment agreement with the Company which went into effect on December 15, 2021.

Employment Agreement with Chief Executive Officer

The base annual salary and base participation levels in the Company’s Short-Term Incentive Compensation Plan to which Mr. Humphreys is entitled in fiscal years ~~2018, 2019~~2021 and ~~2020~~2022 pursuant to his employment agreement are set forth in the above sections entitled "Base Salary" and "Annual Cash Incentive Compensation (AIC)", respectively. The calculation of Mr. Humphreys’ compensation under the Short-Term Incentive Compensation Plan will be the same as conducted annually for the other participants in the plan.

Mr. Humphreys' employment agreement provides that he ~~will~~is eligible to participate in the ~~2010~~2020 Stock Plan. The equity award opportunity to which Mr. Humphreys was entitled in fiscal year ~~2019~~2021 and the equity award opportunity to which Mr. Humphreys is entitled in fiscal year ~~2020,~~2022, all pursuant to his employment agreement, are set forth in the above section entitled "Equity Incentive Compensation". With respect to all of Mr. Humphreys' outstanding equity grants, in the event that he is terminated other than for Cause (as defined in the agreement), and subject to satisfaction of the applicable performance criteria, Mr. Humphreys will receive the full equity award for the fiscal year in which his employment is terminated.

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Mr. Humphreys is entitled to receive such perquisites as may be provided by the Company from time to time to executives of the Company in comparable positions and such other benefits as are customarily available to executives of the Company.

The agreement requires that Mr. Humphreys give the Company 180 days’ prior written notice of his voluntary termination of employment. The Company may terminate Mr. Humphreys’ employment with or without cause upon written notice. If the Company terminates Mr. Humphreys’ employment without Cause (as defined in the agreement) or Mr. Humphreys terminates his employment because of a material breach of the agreement by the Company, the Company, for a period of 12 months, will continue to pay Mr. Humphreys’ base salary, will pay 100% of his target AIC amount for the fiscal year in which his employment was terminated, and will continue to provide the life, health, and disability benefits provided to other executives during such 12-month period. The agreement provides for six months of base salary continuation to Mr. Humphreys’ estate following his death, and provides for base salary and benefits continuation for six months following termination of employment because of disability.

If within one year of a Change of Control (as defined in the agreement), Mr. Humphreys terminates his employment for Good Reason (as defined in the agreement) or the Company terminates Mr. Humphreys’ employment for any reason other than Cause (as defined in the agreement), death, or disability, then the Company must pay to Mr. Humphreys (i) an amount equal to his annual base salary in effect on the termination date, (ii) an amount equal to the full amount of the cash incentive compensation target during the fiscal year in which the termination occurs, (iii) all benefits under the Company’s various welfare and benefit plans for 12 months after the date of termination at levels and rates substantially equal to those applicable to him prior to such termination, and (iv) outplacement assistance.

Mr. Humphreys' agreement contains an IRC Section 280G “golden parachute payment savings clause” that reduces severance payments if the total amount of payments he would receive from the Company would require the Company to report an excess parachute payment.

During the term of Mr. Humphreys’ agreement and for 12 months from the date of the termination of his employment, Mr. Humphreys is generally prohibited from directly or indirectly competing with the Company by providing to any company that is in a competing business services substantially similar to the services provided by him at the time of termination. A competing business is defined as any business that engages, in whole or in part, in the manufacturing or marketing of activewear apparel in the United States. The agreement also includes non-solicitation provisions that apply to employees, customers and suppliers during the term of Mr. Humphreys’ employment and generally for a period of two years from expiration of the term of the agreement or termination of employment, as well as non-disclosure and non-disparagement provisions.

Mr. Humphreys' agreement continues until the date of the filing with the SEC of our Annual Report on Form 10-K for our fiscal year ~~2020.~~2022. As previously disclosed in a Current Report on Form 8-K we filed with the SEC on November 30, 2021, the Company and Robert W. Humphreys agreed to negotiate and finalize the terms of an amendment to his existing employment agreement in good faith in the near future which would extend the term of his existing employment agreement through the filing of the Company’s Annual Report on Form 10-K with the SEC for fiscal year 2024.

Employment Agreement with Chief Financial Officer

Commencing December 15, 2021, the Company's employment agreement with Ms. Walsh entitles her to (i) the minimum base salary set forth in the above section entitled "Base Salary" (subject to upward adjustment), (ii) participate in the Company’s Short-Term Incentive Compensation Plan at the same level of participation as other similarly-situated executives, and for fiscal year 2022 as discussed above, the target value is $150,000, and (iii) receive such other benefits as are generally available to executives of the Company, including, without limitation, paid time off and life, health and disability benefits. The calculation of Ms. Walsh’s compensation under the Short-Term Incentive Compensation Plan will be the same as conducted annually for the other participants in the plan. The term of Ms. Walsh's agreement expires on December 31, 2024.

Ms. Walsh's employment agreement provides that she is eligible to participate in the 2020 Stock Plan. The equity award opportunities to which Ms. Walsh is entitled to in fiscal years 2022, 2023, and 2024 pursuant to her employment agreement are set forth in the above section entitled "Equity Incentive Compensation". With respect to all of Ms. Walsh's outstanding equity grants, in the event that she is terminated other than for Cause (as defined in the agreement), and subject to satisfaction of the applicable performance criteria, Ms. Walsh will receive the full equity award for the fiscal year in which her employment is terminated.

If Ms. Walsh passes away during the term of her agreement, the Company will continue to pay the base salary in effect at the time of death to her estate for six months. If Ms. Walsh becomes disabled (as defined in the agreement) during the term of her agreement and the Company terminates her employment, she will continue to receive base salary and benefits for a period of six months from the date of termination.

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The Company may terminate Ms. Walsh's employment with or without cause upon written notice, and Ms. Walsh may terminate her employment with the Company upon 60 days' prior written notice. If the Company terminates Ms. Walsh's employment without Cause (as defined in her agreement) or does not extend the employment relationship after the expiration of the agreement, or Ms. Walsh terminates her employment as a result of an uncured material breach of the agreement by the Company, and in each case no Change of Control (as defined in the agreement) has occurred, Ms. Walsh is entitled to receive an amount equal to her annual base salary and the cash incentive compensation she received for the most recent fiscal year prior to termination, and, to the extent permitted under the applicable benefit plans and IRC Section 409A, group life and disability coverage and Company-funded medical insurance under COBRA (less the amounts active employees are required to pay for medical insurance) for 12 months. The receipt of these amounts and benefits is conditioned upon her execution of a release meeting specified criteria.

If within one year after a Change of Control (as defined in the agreement), Ms. Walsh terminates her employment for Good Reason (as defined in the agreement) or the Company terminates Ms. Walsh's employment for any reason other than Cause (as defined in the agreement), death or disability, she is entitled to receive a lump-sum amount equal to her annual base salary as of the date of termination and the greater of Ms. Walsh's base participation level in the Company’s Short-Term Incentive Compensation Plan or the cash incentive compensation she received for the most recent fiscal year prior to her termination. The Company will also provide outplacement assistance and, to the extent permitted under the applicable benefit plans and IRC Section 409A, Company-funded medical insurance under COBRA and, as available, continued coverage under the Company's various other welfare and benefit plans in effect at the time of termination for 12 months. The foregoing termination payments are subject to reduction to avoid constituting an "excess parachute payment" under IRC Section 280G, and Ms. Walsh's agreement conditions the receipt of these amounts and benefits upon her execution of a release meeting specified criteria.

During the term of Ms. Walsh's agreement and for a period of four months after the expiration of her agreement or termination of her employment, she is subject to non-competition restrictions. In addition, during the term of Ms. Walsh's agreement and for a period of one year after expiration of her agreement or termination of her employment, she is subject to non-solicitation restrictions.

Ms. Walsh's agreement also restricts her from disparaging the Company and from disclosing the Company's confidential information.

Employment Agreements with Other Named Executive Officers

The Company's employment agreements with Ms. Merrill and Mr. Stillwell are essentially identical to each other except for the job titles, minimum base salaries set forth in the above section entitled "Base Salary," and the length and scope of their non-competition obligations. The Company had an essentially identical employment agreement with Mr. Grow before his December 15, 2019, voluntary resignation from employment with the Company. The terms summarized below applied to Mr. Grow’s employment with the Company through December 15, 2019, and, after such date, only the non-competition, non-solicitation, non-disparagement and non-disclosure restrictions summarized below apply to Mr. Grow’s employment with the Company.

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Each agreement entitles the executive to (i) the minimum base salary set forth in the above section entitled "Base Salary" (subject to upward adjustment), (ii) participate in the Company’s Short-Term Incentive Compensation Plan, and (iii) receive such other benefits as are generally available to executives of the Company, including, without limitation, paid time off and life, health and disability benefits. The term of each agreement expires on December 31, 2021.

If the executive passes away during the term of his or her agreement, the Company will continue to pay the base salary in effect at the time of death to his or her estate for six months. If the executive becomes disabled (as defined in the agreement) during the term of their agreement and the Company terminates his or her employment, he or she will continue to receive base salary and benefits for a period of six months from the date of termination.

The Company may terminate the executive's employment with or without cause upon written notice, and the executive may terminate employment with the Company upon 60 days' prior written notice. If the Company terminates the executive's employment without Cause (as defined in ~~the~~each agreement), or the executive terminates employment as a result of an uncured material breach of the agreement by the Company, and in each case no Change of Control (as defined in the agreement) has occurred, the executive is entitled to receive an amount equal to his or her annual base salary and the cash incentive compensation he or she received for the most recent fiscal year prior to termination, and, to the extent permitted under the applicable benefit plans and IRC Section 409A, group life and disability coverage and Company-funded medical insurance under COBRA (less the amounts active employees are required to pay for medical insurance) for 12 months. The receipt of these amounts and benefits is conditioned upon the executive's execution of a release meeting specified criteria.

If within one year after a Change of Control (as defined in the agreement), the executive terminates employment for Good Reason (as defined in the agreement) or the Company terminates the executive's employment for any reason other than Cause (as defined in the agreement), death or disability, the executive is entitled to receive a lump-sum amount equal to his or her annual base salary as of the date of termination and the cash incentive compensation he or she received for the most recent fiscal year prior to his or her termination. The Company will also provide outplacement assistance and, to the extent permitted under the applicable benefit plans and IRC Section 409A, Company-funded medical insurance under COBRA and, as available, continued coverage under the Company's various other welfare and benefit plans in effect at the time of termination for 12 months. The foregoing termination payments are subject to reduction to avoid constituting an "excess parachute payment" under IRC Section 280G, and each executive's agreement conditions the receipt of these amounts and benefits upon his or her execution of a release meeting specified criteria.

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During the term of Ms. Merrill's agreement and for a period of one year after the expiration of her agreement or termination of her employment, she is subject to non-competition restrictions. During the term of Mr. Stillwell's agreement and for a period of four months after the expiration of his agreement or termination of his employment, he is subject to non-competition restrictions. In addition, during the term of each executive's agreement and for a period of one year after expiration of his or her agreement or termination of his or her employment, each executive is subject to non-solicitation restrictions.

For a period of four months from Mr. Grow's December 15, 2019, resignation from employment with the Company, he is subject to non-competition restrictions, and he is subject to non-solicitation restrictions for a period of one year from December 15, 2019.

Each agreement also restricts the executive from disparaging the Company and from disclosing the Company's confidential information.

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Compensation Tables

Summary Compensation Table

The following table provides summary information concerning the compensation paid to or earned by our named executive officers for each of the last two completed fiscal years. Narrative disclosure discussing our named executive officers' base salaries, annual cash incentive compensation and equity incentive compensation is set forth on pages ~~[30~~[27-31~~-34]~~] of the Executive Compensation section and is incorporated herein by reference.

Summary Compensation

Fiscal Years ~~2019~~2021 and ~~2018~~2020


		Salary		Bonus			Stock Awards			Option Awards		Non-Equity Incentive Plan Compensation			All Other Compensation		Total			Salary		Bonus		Stock Awards				Option Awards		Non-Equity Incentive Plan Compensation		All Other Compensation	Total
Name and Principal Position	Year	($)		($)			($)⁽¹⁾			($)		($)⁽²⁾			($)⁽³⁾		($)		Year	($)		($)		($) ⁽¹⁾				($)		($) ⁽²⁾		($) ⁽³⁾	($)
Robert W. Humphreys	2019	$	760,000	$	—		$	—		$	—	$	846,950		$	10,433	$	1,617,383	2021	$	780,000	$	—	$	—		$	—	$	1,500,000	$	11,050	$	2,291,050
Chairman and Chief Executive Officer	2018	$	760,000	$	—		$	—		$	—	$	696,150		$	10,433	$	1,466,583	2020	$	780,000	$	—	$	1,235,000	⁽⁴⁾	$	—	$	650,000	$	11,050	$	2,676,050
(Principal Executive Officer)

Deborah H. Merrill	2019	$	500,000	$	—		$	—		$	—	$	492,150	⁽⁴⁾	$	10,875	$	1,003,025
Deborah H. Merrill *																			2021	$	515,000	$	—	$	—		$	—	$	748,240	$	11,158	$	1,274,398
Chief Financial Officer & President, Delta Group	2018	$	425,000	$	—		$	1,101,840	⁽⁵⁾	$	—	$	503,350	⁽⁶⁾	$	10,625	$	2,040,815	2020	$	515,000	$	—	$	1,390,440	⁽⁵⁾	$	—	$	393,063	$	11,158	$	2,309,661
(Principal Financial Officer)

Justin M. Grow ⁽⁷⁾	2019	$	300,000	$	—		$	—		$	—	$	130,300		$	13,000	$	443,300
Vice President of Administration, General Counsel & Corporate Secretary	2018	$	250,000	$	—		$	570,440	⁽⁸⁾	$	—	$	85,680		$	9,167	$	915,287

Jeffery N. Stillwell	2019	$	315,000	$	32,500	⁽⁹⁾	$	—		$	—	$	39,090	⁽¹⁰⁾	$	9,450	$	396,040	2021	$	325,000	$	—	$	—		$	—	$	400,000	$	9,750	$	734,750
President, Salt Life Group	2018	310,000		$	26,000	⁽¹¹⁾	$	570,440	⁽⁸⁾	$	—	$	10,710		$	9,400	$	926,550	2020	$	325,000	$	—	$	723,120	⁽⁶⁾	$	—	$	127,500	$	10,375	$	1,185,995

Carlos E. Encalada Arjona																			2021	$	258,000	$	—	$	—		$	—	$	200,000	$	—	$	458,000
Vice President of Manufacturing																			2020	$	236,000	$	—	$	69,180	⁽⁷⁾	$	—	$	50,000	$	—	$	355,180

⁽¹⁾

Amounts do not reflect compensation actually received by the named executive officer. Instead, the amounts shown are the aggregate grant date fair value of restricted share units and/or performance units computed in accordance with FASB ASC Topic 718, and which the executive is or was eligible to earn in ensuing periods based on service and/or the Company's achievement of performance results. The assumptions used for purposes of the valuation of the stock awards are described more fully in Note 12 of the financial statements in our Annual Report on Form 10-K for the year ended ~~September 28, 2019,~~October 2, 2021, as filed with the SEC.

⁽²⁾	This column reflects the amounts earned by the named executive officer in the applicable periods pursuant to the Company’s Short-Term Incentive Compensation ~~Plan.~~

~~(3)~~

~~This column reflects~~Plan under the ~~matching contributions by the Company to the Company’s 401(k) savings plan. None of the Company’s named executive officers receive perquisites with an aggregate value of $10,000 or more.~~

~~(4)~~	~~The amount shown includes the aggregate of all amounts earned by~~consolidated AIC plan opportunity. For Ms. Merrill, ~~under~~this amount also includes her ~~non-equity incentive compensation~~AIC plan opportunities for the ~~2019~~2021 fiscal year based on ~~the Company's consolidated performance as well as~~ the performance of each of our Activewear, DTG2Go and Soffe businesses. For Mr. Stillwell, this amount also includes his AIC plan opportunity based on the performance of our Salt Life business. For Mr. Encalada Arjona, this amount also includes his AIC plan opportunity based on the performance of our Activewear business.
~~(5)~~⁽³⁾	Named Executive Officers are eligible for health insurance and 401(k) benefits at the same level and subject to the same conditions as provided to all other employees. The amounts shown represent the Company’s matching contributions made to each Named Executive Officer’s 401(k) account. The Company does not provide perquisites to its Named Executive Officers.
⁽⁴⁾	The amount shown includes the grant date fair value of 100,000 service-based restricted stock units granted on May 11, 2020. One-half of such restricted stock units vested upon the filing of our Annual Report on Form 10-K for our 2021 fiscal year, with an aggregate vesting date value of $1,500,500. The other half of the restricted stock units has not yet been realized and are eligible to vest upon the filing of our Annual Report on Form 10-K for our 2022 fiscal year.
⁽⁵⁾	The amount shown includes the aggregate grant date fair value of two separate equity awards, one of which has been realized by Ms. Merrill and one of which has not. The award that has been realized had a ~~grant~~grand date fair value of ~~$516,240~~$553,440 and contained both a service-based and performance-based component and covered the two-year period ended ~~September 28, 2019,~~October 2, 2021, with the performance unit awards using the probable outcome of the performance conditions as of the grant date, which was assumed to be the target amount. If the amount of this award was calculated assuming the highest level of performance conditions was met, the grant date fair value of the award to Ms. Merrill would have been ~~$774,360.~~$691,800. Upon the November ~~21, 2019,~~22, 2021, filing of our Annual Report on Form 10-K with the SEC, Ms. Merrill vested in 12,000 restricted stock units and ~~8,280~~12,720 performance units with an aggregate vesting date value of ~~$537,420.~~$741,848. The second award included in the amount shown is a service-based award that has not yet been realized, ~~and~~ covers an approximately three-year ~~period. This award~~period, and has a grant date fair value of ~~$585,600 and~~$837,000. Ms. Merrill is no longer eligible for this award due to ~~vest in it if she remains employed with~~her January 22, 2022, voluntary resignation from the ~~Company through the filing of our Annual Report on Form 10-K with the SEC for our 2020 fiscal year.~~ Company.
⁽⁶⁾	The amount shown includes the aggregate of all amounts earned by Ms. Merrill under her non-equity incentive compensation plan opportunities for the 2018 fiscal year based on the Company's consolidated performance as well as the performance of each of our Activewear and DTG2Go businesses.
~~(7)~~	~~Mr. Grow voluntarily resigned from his position as Vice President of Administration, General Counsel and Corporate Secretary of the Company effective as of December 15, 2019.~~

~~(8)~~

The amount shown includes the aggregate grant date fair value of two separate equity awards, ~~to each of Mr. Grow and Mr. Stillwell,~~ one of which has been realized by ~~Mr. Grow and~~ Mr. Stillwell and one of which has not. The award that has been realized had a ~~grant~~grand date fair value of ~~$258,120~~$276,720 and contained both a service-based and performance-based component and covered the two-year period ended ~~September 28, 2019,~~October 2, 2021, with the performance unit awards using the probable outcome of the performance conditions as of the grant date, which was assumed to be the target amount. If the amount of this award was calculated assuming the highest level of performance conditions was met, the grant date fair value of the ~~awards~~award to ~~each of Mr. Grow and~~ Mr. Stillwell would have been ~~$387,180.~~$345,900. Upon the November ~~21, 2019,~~22, 2021, filing of our Annual Report on Form 10-K with the SEC, Mr. ~~Grow and Mr.~~ Stillwell ~~each~~ vested in 6,000 restricted stock units and ~~4,140~~6,360 performance units with an aggregate vesting date value of ~~$268,710.~~$370,924. The second award included in the amount shown is a service-based award that has not yet been realized and covers an approximately three-year period. This award has a ~~grant~~grand date fair value of ~~$312,320~~$446,400, and Mr. Stillwell is eligible to vest in it if he remains employed with the Company through the filing of our Annual Report on Form 10-K with the SEC for our ~~2020 fiscal year. Mr. Grow is no longer eligible for this award as a result of his December 15, 2019, voluntary resignation from employment with the Company.~~

~~(9)~~	~~The amount shown includes a discretionary cash bonus provided to Mr. Stillwell for the 2019~~2022 fiscal year.
~~(10)~~ ⁽⁷⁾	~~The amount shown includes~~This equity award had a grant date fair value of $69,180 and covers the ~~aggregate of all amounts earned by Mr. Stillwell under his non-equity incentive compensation plan opportunities for the 2019 fiscal year based on the Company's consolidated performance as well as~~two-year period ended October 2, 2021. This award contains both a service-based and performance-based component, with the performance unit awards using the probable outcome of the performance conditions as of the grant date, which was assumed to be the target amount. If the amount of this award was calculated assuming the highest level of performance conditions was met, the grant date fair value of this award to Mr. Enclada Arjona would have been $86,475. Upon the November 22, 2021, filing of our ~~Salt Life business.~~ Annual Report on Form 10-K with the SEC, Mr. Encalada Arjona vested in 1,500 restricted stock units and 1,590 performance units with an aggregate vesting date value of $92,732.
~~(11)~~*	~~The amount shown includes a discretionary cash bonus provided to Mr. Stillwell for~~Ms. Merrill voluntarily resigned from her position Chief Financial Officer of the ~~2018 fiscal year.~~Company effective as of December 15, 2021, and will resign from all other positions with the Company effective January 22, 2022.

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Outstanding Equity Awards

The following table provides information concerning unvested unit awards (including restricted stock units and performance units) granted to our named executive officers that were outstanding as of ~~September 28, 2019,~~October 2, 2021, the last day of our ~~2019~~2021 fiscal year.

Outstanding Equity Awards

Fiscal Year Ended ~~September 28, 2019~~October 2, 2021

	Stock Awards										Stock Awards
	Number of Shares or Units of Stock That Have Not Vested			Market Value of Shares or Units of Stock That Have Not Vested		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested			Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested		Number of Shares or Units of Stock That Have Not Vested		Market Value of Shares or Units of Stock That Have Not Vested		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested			Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
Name	(#)			($)⁽¹⁾		(#)			($)⁽¹⁾		(#)		($) ⁽¹⁾			(#)		($) ⁽¹⁾
Robert W. Humphreys		—			—		25,200	⁽²⁾	$	581,112	50,000	⁽²⁾	$	1,372,500		—		$	—
											50,000	⁽³⁾	$	1,372,500		—		$	—
Deborah H. Merrill		12,000	⁽³⁾	$	276,720		6,000	⁽⁴⁾	$	138,360
		30,000	⁽⁵⁾	$	691,800		6,000	⁽⁶⁾	$	138,360
		12,000	⁽⁷⁾	$	276,720		—		$	—

Justin M. Grow ⁽⁸⁾		6,000	⁽³⁾	$	138,360		3,000	⁽⁴⁾	$	69,180
		16,000	⁽⁵⁾	$	368,960		3,000	⁽⁶⁾	$	69,180
Deborah H. Merrill *											12,000	⁽⁴⁾	$	329,400		6,000	⁽⁵⁾	$	164,700
		6,000	⁽⁷⁾	$	138,360		—		$	—	30,000	⁽⁶⁾	$	823,500		—		$	—

Jeffery N. Stillwell		6,000	⁽³⁾	$	138,360		3,000	⁽⁴⁾	$	69,180	6,000	⁽⁴⁾	$	164,700		3,000	⁽⁵⁾	$	82,350
		16,000	⁽⁵⁾	$	368,960		3,000	⁽⁶⁾	$	69,180	16,000	⁽⁶⁾	$	439,200		—		$	—
		6,000	⁽⁷⁾	$	138,360		—		$	—
Carlos E. Encalada Arjona											1,500	⁽⁴⁾	$	41,175		750	⁽⁵⁾	$	20,588

⁽¹⁾	The market value is calculated by multiplying the number of share units by ~~$23.06,~~$27.45, the closing price of Delta Apparel, Inc.'s common stock on ~~September 27, 2019~~October 1, 2021 (the last trading day of our ~~2019~~2021 fiscal year).
⁽²⁾
~~(2)~~	In accordance with the ~~fourth~~fifth amendment to Mr. Humphreys' employment agreement, he received ~~a performance-based award covering a three-year period granted under the 2010 Stock Plan of 126,000 performance~~100,000 service-based restricted stock units with ~~42,000 of such performance~~these 50,000 units eligible to vest upon the filing of our Annual Report on Form 10-K with the SEC for ~~each of~~ our 2021 fiscal years 2018, 2019, and 2020. The amount shown reflects the number of performance units that would vest if minimum performance goals are met in each of fiscal years 2018, 2019 and 2020. If target performance goals are met in each of fiscal years 2018, 2019 and 2020, Mr Humphreys would be eligibleyear, subject to ~~receive 126,000 shares, and the maximum amount of shares that~~ Mr. Humphreys ~~would receive for fiscal years 2018, 2019 and 2020 is 151,200 shares.~~remaining employed with the Company through such date. Mr. Humphreys vested in ~~42,000 performance~~the full amount of these service-based restricted stock units ~~based on the Company's performance in fiscal year 2018~~ and vested in 40,320 performance units based on the Company's performance in fiscal year 2019. With respect to the performance units that vested based on our performance in fiscal years 2018 and 2019, Mr. Humphreys received shares of Delta Apparel, Inc. common stock equal to the aggregate number of such vested ~~performance~~ units. ~~With respect~~
⁽³⁾	In accordance with the fifth amendment to ~~any performance~~Mr. Humphreys' employment agreement, he received 100,000 service-based restricted stock units ~~that~~with these 50,000 units eligible to vest ~~based~~upon the filing of our Annual Report on Form 10-K with the SEC for our ~~performance in~~2022 fiscal year, ~~2020,~~subject to Mr. Humphreys ~~will receive shares of Delta Apparel, Inc. common stock equal to~~remaining employed with the ~~aggregate number of~~Company through such ~~vested performance units.~~ date.
⁽⁴⁾
~~(3)~~	These stock-based awards, granted under the Delta Apparel, Inc. 2010 Stock Plan (the "2010 Stock Plan"), are service-based restricted stock units that were eligible to vest upon the filing of our Annual Report on Form 10-K with the SEC for our ~~2019~~ fiscal year 2021 subject to the executive remaining employed with the Company through such date. ~~Ms. Merrill, Mr. Grow and Mr. Stillwell each~~Each executive vested in the full amount of these service-based restricted stock units and were entitled to receive shares of Delta Apparel, Inc. common stock equal to one-half of the value of the aggregate number of such vested restricted stock units and a cash payment equal to one-half of the value of the aggregate number of such vested restricted stock units.
⁽⁵⁾
~~(4)~~	These stock-based awards, granted under the 2010 Stock Plan, are performance units that were eligible to vest upon the filing of our Annual Report on Form 10-K with the SEC for our fiscal year ~~2019~~2021 based on our performance in fiscal years ~~2018~~2020 and ~~2019.~~2021. The amount shown reflects the number of performance units that ~~would~~were eligible vest if minimum performance goals were met in fiscal years ~~2018~~2020 and ~~2019.~~2021. If target performance goals were met in fiscal years ~~2018~~2020 and ~~2019,~~2021, Ms. Merrill would be eligible to receive 12,000 shares, ~~and Messrs. Grow and~~Mr. Stillwell would ~~each~~ be eligible to receive 6,000 shares, and Mr. Encalada Arjona would be eligible to receive 1,500 shares. The maximum amount of shares that Ms. Merrill could receive pursuant to the award is 18,000 shares, the maximum amount of shares that Mr. Stillwell could receive pursuant to the award is 9,000 shares, and the maximum amount of shares that ~~Messrs. Grow and Stillwell~~Mr. Encalada Arjona could ~~each~~ receive pursuant to the award is ~~9,000~~2,250 shares. Based upon the Company's performance in fiscal years 2020 and 2021, Ms. Merrill vested in ~~8,280 of these performance units and Messrs. Grow and~~12,720 shares pursuant to the award, Mr. Stillwell ~~each~~ vested in ~~4,140 of these performance units,~~6,360 shares pursuant to the award, and ~~Ms. Merrill and Messrs. Grow and Stillwell were each~~Mr. Encalada Arjona vested in 1,590 shares pursuant to the award. Each executive was entitled to receive shares of Delta Apparel, Inc. common stock equal to one-half of the value of the aggregate number of such vested performance units and a cash payment equal to one-half of the value of the aggregate number of such vested performance units.
⁽⁶⁾
~~(5)~~	These stock-based awards, granted under the 2010 Stock Plan, are service-based restricted stock units covering an approximately three-year period that are eligible to vest upon the filing of our Annual Report on Form 10-K with the SEC for our ~~2020~~2022 fiscal year if the executive remains employed with the Company through such date.

~~(6)~~	These stock-based awards, granted under the 2010 Stock Plan, are performance units that are eligible to vest upon the filing of our Annual Report on Form 10-K with the SEC for our fiscal year 2021 based on our performance in fiscal years 2020 and 2021. The amount shown reflects the number of performance units that would vest if minimum performance goals are met in fiscal years 2020 and 2021. If target performance goals are met in fiscal years 2020 and 2021, Ms. Merrill would be eligible to receive 12,000 shares and Mr. Stillwell would be eligible to receive 6,000 shares. The maximum amount of shares that Ms. Merrill can receive pursuant to the award is 18,000 shares and the maximum amount of shares that Mr. Stillwell can receive pursuant to the award is 9,000 shares. Mr. Grow is no longer eligible forsubsequently forfeited these ~~awards~~service-based restricted stock units as a result of ~~his December 15, 2019,~~her January 22, 2022, voluntary resignation from employment with the Company.
*
~~(7)~~	These stock-based awards, granted under the 2010 Stock Plan, are service-based restricted stock units that are eligible to vest upon the filing of our Annual Report on Form 10-K with the SEC for our 2021 fiscal year subject to the executive remaining employed with the Company through such date.

~~(8)~~	~~Mr. Grow~~Ms. Merrill voluntarily resigned from ~~his~~her position ~~as Vice President of Administration, General Counsel and Corporate Secretary~~Chief Financial Officer of the Company effective as of December 15, ~~2019.~~2021, and will resign from all other positions with the Company effective January 22, 2022.

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Potential Payments Upon Termination or Change in Control

The following istable and additional information below are a summary setting forth potential severance payments and benefits provided for in each named executive officer's employment agreement or other compensation arrangement, assuming termination of employment or a change in control occurred on ~~September 28, 2019,~~October 2, 2021, the last day of our ~~2019~~2021 fiscal year. Due to the number of factors that affect the nature and amount of any benefits provided upon the events discussed below, any actual amounts paid or distributed may be different. Factors that could affect these amounts include the timing during the year of any such event, the price of the Company’s common stock and the executive’s age. These benefits are in addition to benefits available generally to salaried employees upon termination. Each named executive officer's employment agreement requires the executive to comply with certain confidentiality, non-disparagement, non-solicitation and non-competition provisions, which are summarized on pages [[31-34~~34-36]~~] of the Executive Compensation section and incorporated herein by reference.

Potential Payments Upon Termination or Change in Control

Fiscal Year Ended ~~September 28, 2019~~October 2, 2021


	Before Change in Control Termination Without Cause or For Company Breach			After Change in Control Termination Without Cause or For Good Reason			Change in Control Without Termination			Termination Due to Death			Termination Due to Disability			Voluntary Termination Due To Retirement		Before Change in Control Termination Without Cause or For Company Breach		After Change in Control Termination Without Cause or For Good Reason		Change in Control Without Termination		Termination Due to Death			Termination Due to Disability			Voluntary Termination Due To Retirement
Executive	($)			($)			($)			($)			($)			($)		($)		($)		($)		($)			($)			($)
Robert W. Humphreys
Base Salary	$	760,000		$	760,000		$	—		$	380,000		$	380,000		$	—	$	780,000	$	780,000	$	—	$	390,000		$	390,000		$	—
Non-Equity Incentive Compensation⁽¹⁾	$	846,950		$	846,950			—		$	846,950		$	846,950		$	846,950	$	650,000	$	650,000	$	—	$	1,500,000	⁽¹⁾	$	1,500,000	⁽¹⁾	$	1,500,000	⁽¹⁾
Equity Options and Awards ⁽²⁾	$	1,068,480	⁽³⁾	$	1,937,040	⁽⁴⁾	$	1,937,040	⁽⁴⁾	$	1,937,040	⁽⁴⁾	$	1,937,040	⁽⁴⁾	$	—
Equity Awards ⁽²⁾																		$	1,372,500	$	2,745,000	$	2,745,000	$	2,745,000		$	2,745,000		$	—
Insurance Benefits	$	6,743		$	6,743		$	—		$	—		$	3,372		$	—	$	3,345	$	3,345	$	—	$	—		$	1,673		$	—
Outplacement Services	$	—		$	6,000		$	—		$	—		$	—		$	—	$	—	$	5,000	$	—	$	—		$	—		$	—
	$	2,682,173		$	3,556,733		$	1,937,040		$	3,163,990		$	3,167,362		$	846,950	$	2,805,845	$	4,183,345	$	2,745,000	$	4,635,000		$	4,636,373		$	1,500,000
Deborah H. Merrill
Deborah H. Merrill*
Base Salary	$	500,000		$	500,000		$	—		$	250,000		$	250,000		$	—	$	515,000	$	515,000	$	—	$	257,500		$	257,500		$	—
Non-Equity Incentive Compensation	$	492,150		$	492,150		$	—		$	492,150		$	492,150		$	—	$	393,063	$	393,063	$	—	$	748,240	⁽¹⁾	$	748,240	⁽¹⁾	$	—
Equity Options and Awards ⁽²⁾	$	—		$	1,798,680	⁽⁴⁾	$	1,798,680	⁽⁴⁾	$	1,798,680	⁽⁴⁾	$	1,798,680	⁽⁴⁾	$	—
Insurance Benefits	$	6,743		$	6,743		$	—		$	—		$	3,372		$	—
Outplacement Services	$	—		$	6,000		$	—		$	—		$	—		$	—
	$	998,893		$	2,803,573		$	1,798,680		$	2,540,830		$	2,544,202		$	—
Justin M. Grow ⁽⁵⁾
Base Salary	$	300,000		$	300,000		$	—		$	150,000		$	150,000		$	—
Non-Equity Incentive Compensation	$	130,300		$	130,300		$	—		$	130,300		$	130,300		$	—
Equity Options and Awards ⁽²⁾	$	—		$	922,400	⁽⁴⁾	$	922,400	⁽⁴⁾	$	922,400	⁽⁴⁾	$	922,400	⁽⁴⁾	$	—
Equity Awards ⁽²⁾																		$	—	$	1,482,300	$	1,482,300	$	1,482,300		$	1,482,300		$	—
Insurance Benefits	$	7,319		$	7,319		$	—		$	—		$	3,660		$	—	$	10,034	$	10,034	$	—	$	—		$	5,017		$	—
Outplacement Services	$	—		$	6,000		$	—		$	—		$	—		$	—	$	—	$	5,000	$	—	$	—		$	—		$	—
	$	437,619		$	1,366,019		$	922,400		$	1,202,700		$	1,206,360		$	—	$	918,097	$	2,405,397	$	1,482,300	$	2,488,040		$	2,493,057		$	—
Jeffery N. Stillwell
Base Salary	$	315,000		$	315,000		$	—		$	157,500		$	157,500		$	—	$	325,000	$	325,000	$	—	$	162,500		$	162,500		$	—
Non-Equity Incentive Compensation	$	39,090		$	39,090		$	—		$	39,090		$	39,090		$	—	$	127,500	$	127,500	$	—	$	400,000	⁽¹⁾	$	400,000	⁽¹⁾	$	—
Equity Options and Awards ⁽²⁾	$	—		$	922,400	⁽⁴⁾	$	922,400	⁽⁴⁾	$	922,400	⁽⁴⁾	$	922,400	⁽⁴⁾	$	—
Equity Awards ⁽²⁾																		$	—	$	768,600	$	768,600	$	768,600		$	768,600		$	—
Insurance Benefits	$	3,460		$	3,460		$	—		$	—		$	1,730		$	—	$	3,345	$	3,345	$	—	$	—		$	1,673		$	—
Outplacement Services	$	—		$	6,000		$	—		$	—		$	—		$	—	$	—	$	5,000	$	—	$	—		$	—		$	—
	$	357,550		$	1,285,950		$	922,400		$	1,118,990		$	1,120,720		$	—	$	455,845	$	1,229,445	$	768,600	$	1,331,100		$	1,332,773		$	—
Carlos E. Encalada Arjona ⁽³⁾
Base Salary																		$	—	$	—	$	—	$	—		$	—		$	—
Non-Equity Incentive Compensation																		$	—	$	—	$	—	$	200,000	⁽¹⁾	$	200,000	⁽¹⁾	$	—
Equity and Awards ⁽²⁾																		$	—	$	82,350	$	82,350	$	82,350		$	82,350		$	—
Insurance Benefits																		$	—	$	—	$	—	$	—		$	—		$	—
Outplacement Services																		$	—	$	—	$	—	$	—		$	—		$	—
																		$	—	$	82,350	$	82,350	$	282,350		$	282,350		$	—

⁽¹⁾	~~If Mr. Humphreys' employment was terminated under any of the above-listed scenarios prior~~Pursuant to ~~September 28, 2019, the last day of our 2019 fiscal year, his employment agreement would have entitled him to his target non-equity incentive compensation amount of $650,000 under~~ the Company's Short-Term Incentive Compensation ~~Plan.~~Plan and assuming termination on October 2, 2021, if an executive ceases to be an employee of the Company or one of its subsidiaries due to the executive's death, permanent and total disability, or retirement (provided that the executive is at least age 62), the executive shall be entitiled to receive the non-equity incentive compensation earned through the date of departure from the Company.
⁽²⁾
~~(2)~~	Amount includes value received under the ~~2010~~2020 Stock Plan. ~~Unless otherwise indicated, the~~The value of payments is based upon the closing price of Delta Apparel Inc.'s common stock on ~~September 27, 2019~~October 1, 2021 (the last trading day of our ~~2019~~2021 fiscal year).
⁽³⁾	Mr. Encalada Arjona is the only NEO employed in Mexico. Mr. Encalada Arjona does not have an employment agreement with the Company. Pursuant to Mexican law, if Mr. Encalada Arjona was terminated, he would be entitled to statutory severance payments and other termination benefits generally available to all Mexican salaried employees.
~~(3)~~*	Amount represents the number of share units in which Mr. Humphreys vested based on the Company's fiscal year 2019 performance multiplied by $26.50, the closing price of Delta Apparel, Inc.'s common stock on the November 21, 2019 vesting date.

~~(4)~~	This amount includes share units that vested and were paid to the executive within a relatively short period of time following the last day of our 2019 fiscal year in connection with the filing of our Annual Report on Form 10-K with the SEC on November 21, 2019. If the termination or change in control occurred on or after November 21, 2019, this amount would be $968,520 for Mr. Humphreys, $1,245,240 for Ms. Merrill ~~and $645,680 for each of Messrs. Grow and Stillwell.~~

~~(5)~~	~~Mr. Grow~~ voluntarily resigned from ~~his~~her position as ~~Vice President of Administration, General Counsel and Corporate Secretary~~Chief Financial Officer of the Company effective as of December 15, ~~2019,~~2021, and ~~he was~~will resign from all other positions with the Company effective January 22, 2022, and she will not be entitled to any severance benefits in connection therewith.

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Payments Made Upon Any Termination

Regardless of the manner in which a named executive officer’s employment terminates, the executive is entitled to receive amounts earned during his or her term of employment. Such amounts include:

	•	earned but unpaid salary through the date of termination;

	•	non-equity incentive compensation earned and payable prior to the date of termination; and

	•	amounts accrued and vested under the Company’s 401(k) Plan.

Payments Made Upon Retirement

The Company does not currently offer additional benefits upon retirement other than the benefits available to any employee leaving the Company. The Company's ~~2010~~2020 Stock Plan does not include provisions for vesting based upon retirement. The Company's Short-Term Incentive Compensation Plan provides that unless the Compensation Committee expressly provides otherwise, if the executive ceases to be an employee of either the Company or one of its subsidiaries during the performance period applicable to an award granted to the executive under the Short-Term Incentive Compensation Plan due to the executive's retirement (provided that the executive is at least age 62), the executive shall be entitled to a percentage portion of the payment, if any, that the executive would have been entitled to had the executive remained employed by the Company or one of its subsidiaries throughout the performance period, where the percentage shall be the percentage of the performance period during which the executive was an employee of the Company or one of its subsidiaries.

Payments Made Upon Involuntary Termination for Cause

In the event any named executive officer is terminated for Cause (as defined by his or her employment agreement), the executive is not entitled to receive any payments other than those payments identified under the heading “Payments Made Upon Any Termination” above.

Payments Made Upon Involuntary Termination Without Cause

As a result of employment agreements entered into by the Company with the named executive officers, with the exception of Mr. Encalada Arjona who does not have an employment agreement, in the event that a named executive officer’s employment is involuntarily terminated without cause or a named executive officer terminates his or her employment because of a material breach by the Company of his or her employment agreement, the executive would receive, in addition to the items identified under the heading “Payments Made Upon Any Termination” above:

	•	in the case of Mr. Humphreys, 12 months of base salary continuation and payment of non-equity incentive compensation equal to 100% of the target award for the fiscal year in which the termination occurs in 12 equal monthly installments (to the extent permitted under IRC Section 409A). In addition, the full award of ~~performance~~service-based restricted stock units (granted pursuant to the ~~2010~~2020 Stock Plan) related to the fiscal year in which Mr. Humphreys’ employment is terminated will immediately and automatically vest ~~subject to~~for the ~~satisfaction of applicable performance criteria;~~fiscal year in which Mr. Humphreys' employment is terminated;

	•	in the case of Ms. Merrill (prior to her resignation) and Mr. Stillwell, ~~(and Mr. Grow prior to his resignation),~~ 12 months of base salary continuation and payment of non-equity incentive compensation equal to 100% of the award for the most recent full fiscal year prior to termination in 12 equal monthly installments (to the extent permitted under IRC Section 409A); and

	•	continuation of group life, disability and medical insurance coverage for 12 months in the case of Mr. Humphreys, Ms. Merrill (prior to her resignation) and Mr. Stillwell ~~(and Mr. Grow prior to his resignation)~~ at levels and rates equal to those provided to other executive-level employees during such applicable period.

Payments Made Upon a Change in Control

As discussed in detail in the Executive Compensation section, the employment agreements entered into by the Company with the named executive officers, along with the 2010 Stock Plan and 2020 Stock Plan, contain change in control provisions. The benefits, in addition to the items listed under the heading “Payments Made Upon Any Termination” above, include:

in the case of Mr. Humphreys, whether or not termination results from the change in control, all restrictions on restricted stock units will terminate and all performance criteria shall be deemed achieved at target levels and all other terms and conditions met to pay out all performance units and restricted stock units. In addition, if termination results from the change in control, a lump sum payment in an amount equal to 12 months of base salary and 100% of the base amount of non-equity incentive compensation for the fiscal year in which the termination occurs;

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	•	in the case of Ms. Merrill (prior to her resignation) and Mr. Stillwell, ~~(and Mr. Grow prior to his resignation),~~ whether or not termination results from the change in control, all restrictions on restricted stock units will terminate and all performance criteria shall be deemed achieved at target levels and all other terms and conditions met to pay out all performance units and restricted stock units. In addition, if termination results from the change in control, a lump sum payment in an amount equal to 12 months of base salary and the non-equity incentive compensation received for the most recent full fiscal year prior to termination; and

	•	in the case of termination resulting from the change in control, Mr. Humphreys, Ms. Merrill (prior to her resignation) and Mr. Stillwell, ~~(and Mr. Grow prior to his resignation),~~ will receive continuation of group life, disability and Company-funded medical insurance coverage under COBRA, as available, for 12 months at levels and rates equal to those provided to other executive-level employees during such applicable period. In addition, Mr. Humphreys, Ms. Merrill and Mr. Stillwell ~~(and Mr. Grow prior to his resignation)~~ will receive outplacement assistance.

Payments Made Upon Death or Permanent Disability

In the event of the death or permanent disability of a named executive officer, the executive would receive, in addition to the items listed under the heading “Payments Made Upon Any Termination” above:

	•	six months of base salary continuation and all performance criteria shall be deemed achieved at target levels and all other terms and conditions met to pay out all restricted stock units and/or performance units granted pursuant to the Company’s 2010 Stock Plan and 2020 Stock Plan;

	•	continuation of group life, disability and Company-funded medical insurance coverage under COBRA, as available, for six months at levels and rates equal to those provided to other executive-level employees during such period; and

	•	the Company's Short-Term Incentive Compensation Plan provides that unless the Compensation Committee expressly provides otherwise, if the executive ceases to be an employee of either the Company or one of its subsidiaries during the performance period applicable to an award granted to the executive under the Short-Term Incentive Compensation Plan due to the executive's death or permanent and total disability (as defined in Code Section 22(e)(3)), the executive shall be entitled to a percentage portion of the payment, if any, that the executive would have been entitled to had the executive remained employed by the Company or one of its subsidiaries throughout the performance period, where the percentage shall be the percentage of the performance period during which the executive was an employee of the Company or one of its subsidiaries.

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DIRECTOR COMPENSATION

In considering the current level of compensation for our non-employee directors and whether any adjustments are appropriate, we have historically obtained data from a number of different sources, including publicly available data for companies in our industry of comparable size, scope, complexity and other relevant characteristics and market survey data collected by our corporate human resources function. Our Compensation Committee is responsible for reviewing and approving changes to the compensation of our non-employee directors.

During fiscal year ~~2018,~~2020, we conducted a market review of the compensation for our non-employee directors utilizing the proxy disclosures of the below-referenced group of eight companies as well as certain survey and other data based on the proxy disclosures of various public companies. Our Compensation Committee used this information as part of its analysis for establishing the compensation of non-employee directors in fiscal year ~~2019.~~2021.

G-III Apparel Group Ltd.	Gildan Activewear, Inc.	Oxford Industries, Inc.	~~Perry Ellis International,~~Duluth Holdings, Inc.
Rocky Brands, Inc.	Superior Group of Companies, Inc.	Unifi, Inc.	Vera Bradley, Inc.

For fiscal year ~~2019,~~2021, our non-employee directors were eligible to receive the following compensation:

	•	$~~30,000~~40,000 annual retainer;

	•	a grant of 2,750 restricted stock units that convert into shares of common stock on a one-for-one basis;

	•	in the case of the Audit, Compensation and Corporate Governance Committees, a $10,000 annual retainer for the committee chair and $6,000 for the committee members;

	•	up to $5,000 every two-year period for continuing education; and

	•	reasonable travel expenses to attend meetings and Board of Director functions.

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The following table summarizes the compensation that our non-employee directors earned for service as members of our Board of Directors and any committee of our Board of Directors during fiscal year ~~2019:~~2021:

Non-Employee Director Compensation

Fiscal Year ~~2019~~2021

Director Compensation	Director Compensation				Director Compensation
		Fees Earned or Paid in Cash	Stock Awards	Total		Fees Earned or Paid in Cash	Stock Awards	Total
Name		($)	($)⁽¹⁾	($)		($)	($) ⁽¹⁾	($)
Anita D. Britt		$42,000	$72,875	$114,875		$52,000	$82,528	$134,528
J. Bradley Campbell		$42,000	$72,875	$114,875		$52,000	$82,528	$134,528
Dr. G. Jay Gogue		$46,000	$72,875	$118,875		$52,000	$82,528	$134,528
Glenda E. Hood⁽²⁾		$18,000	$54,670	$72,670		$56,000	$82,528	$138,528
Robert E. Staton, Sr.		$40,000	$72,875	$112,875
A. Alexander Taylor, II		$46,000	$72,875	$118,875		$56,000	$82,528	$138,528
David G. Whalen		$42,000	$72,875	$114,875		$56,000	$82,528	$138,528

⁽¹⁾	Each current non-employee director ~~other than Ms. Hood~~ received 2,750 shares of Company common stock upon the filing of our Annual Report on Form 10-K with the SEC for our fiscal year ended ~~September 28, 2019. Ms. Hood received a pro-rated amount of shares (2,063 shares) due to her appointment to our Board in April 2019.~~October 2, 2021. Amounts shown are the aggregate grant date fair value of such stock awards computed in accordance with FASB ASC Topic 718. None of our current non-employee directors have any outstanding stock options or other outstanding equity awards. Please refer to the "Stock Ownership of Management and Principal Shareholders" section of this Proxy Statement for the number of shares of our common stock we believe to be beneficially owned as of December ~~13, 2019,~~14, 2021 by each of our current non-employee directors.

~~(2)~~	~~Ms. Hood was appointed to our Board in April 2019.~~

~~During~~In the first quarter of fiscal year ~~2019,~~2022, we ~~conducted~~engaged FW Cook to conduct a market review of the compensation for our non-employee ~~directors utilizing the proxy disclosures of~~directors. In conducting its review, FW Cook utilized the below-referenced peer group of ~~eight~~nine companies as well as certain survey ~~and other~~ data based on the proxy disclosures of various public companies. Our Compensation Committee ~~used this~~considered the information and recommendations provided by FW Cook as part of its analysis for establishing the compensation of non-employee directors in ~~fiscal year 2020.~~future years.

G-III Apparel Group, Ltd.	Gildan Activewear Inc.	Movado Group, Inc.	Oxford Industries, Inc.	~~Perry Ellis International, Inc.~~
Rocky Brands, Inc.
Superior Group of Companies, Inc.	Unifi, Inc.	Vera Bradley, Inc.	Vince Holding Corp., Inc.

Delta Apparel, Inc. - 40 - Proxy Statement

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For fiscal year ~~2020,~~2022 non-employee director compensation, our Compensation Committee decided to keep the non-employee ~~directors are eligible~~compensation at the fiscal year 2021 levels with the exception of increasing the grant of restricted stock units that convert into shares of common stock on a one-for-one basis from 2,750 units to ~~receive the following compensation:~~

	•	~~$40,000 annual retainer;~~

	•	~~a grant of 2,750 restricted stock units that convert into shares of common stock on a one-for-one basis;~~

	•	~~in the case of the Audit, Compensation and Corporate Governance Committees, a $10,000 annual retainer for the committee chair and $6,000 for the committee members;~~

	•	~~up to $5,000 every two-year period for continuing education; and~~

	•	~~reasonable travel expenses to attend meetings and Board of Director functions.~~

3,000 restricted stock units.

EQUITY COMPENSATION PLAN INFORMATION

The following table provides information regarding shares of our common stock issuable pursuant to equity compensation plans as of ~~September 28, 2019:~~October 2, 2021:

Equity Compensation Plans

As of ~~September 28, 2019~~October 2, 2021

Plan Category
Number of Securities to
be Issued upon Exercise
of Outstanding Options,
Warrants and Rights ⁽¹⁾

Weighted Average
Exercise Price of
Outstanding
Options, Warrants
and Rights ⁽²⁾

Number of Securities
Remaining Available for
Future Issuance under Equity
Compensation Plans
(excluding those currently outstanding)

Equity compensation plans approved by security holders
215,000 $ — 415,922
Equity compensation plans not approved by security holders
— — —
Total
215,000 $ — 415,922

Number of Securities to
be Issued upon Exercise
of Outstanding Options,
Warrants and Rights

Weighted Average
Exercise Price of
Outstanding
Options, Warrants
and Rights

Number of Securities
Remaining Available for
Future Issuance under Equity
Compensation Plans
(Excluding Securities Reflected
in Column (a))

Plan Category

(a)

(b)

(c)

Equity compensation plans approved by security holders
283,500 $ 19.78 538,464
Equity compensation plans not approved by security holders
— — —
Total
283,500 $ 19.78 538,464
~~Delta Apparel, Inc. 42 Proxy Statement~~
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⁽¹⁾
Includes all outstanding restricted stock units that have a performance-based vesting condition that would vest in equity shares, and assumes 100% vesting performance-based targets.
⁽²⁾ Not applicable, as no outstanding stock options at period end.

On February ~~4, 2015,~~6, 2020, our shareholders ~~re-approved~~approved the Delta Apparel, Inc. 2020 Stock Plan ("2020 Stock Plan") to replace the 2010 Stock Plan, ~~("2010 Stock Plan") that~~which was ~~originally approved~~previously re-approved by our shareholders on ~~November 11, 2010. Upon shareholder approval of~~February 4, 2015 and was scheduled to expire by its terms on September 14, 2020. The 2020 Stock Plan is substantially similar in both form and substance to the 2010 Stock Plan. The purpose of the 2020 Stock Plan ~~all subsequent~~is to continue to give our Board of Directors and its Compensation Committee the ability to offer a variety of compensatory awards designed to enhance the Company’s long-term success by encouraging stock ~~awards have been granted under the 2010 Stock Plan.~~
ownership among its executives, key employees and directors. Under the ~~2010~~2020 Stock Plan, ~~our~~the Compensation Committee of our Board of Directors has the authority to determine the employees and directors to whom awards may be granted and the size and type of each award and manner in which such awards will vest. The awards available under the plan consist of stock options, stock appreciation rights, restricted stock, restricted stock units, performance stock, performance units, and other stock orand cash awards. If a participant dies or becomes disabled (as defined in the 2020 Stock Plan) while employed by the Company or serving as a director, all unvested awards become fully vested. The Compensation Committee is authorized to establish the terms and conditions of awards granted under the 2020 Stock Plan, to establish, amend and rescind any rules and regulations relating to the 2020 Stock Plan, and to make any other determinations that it deems necessary. The aggregate number of shares of common stock that may be delivered under the ~~2010~~2020 Stock Plan is ~~500,000~~449,714 plus any shares of common stock subject to outstanding awards under the ~~Delta Apparel~~2010 Stock ~~Option~~ Plan ~~("Option Plan") or Delta Apparel Incentive Stock Award Plan ("Award Plan")~~ that are subsequently forfeited or terminated for any reason before ~~vesting or~~ being exercised. ~~The~~Similar to the 2010 Stock Plan, the 2020 Stock Plan limits the number of shares that may be covered by awards to any participant in a given calendar year and also limits the aggregate awards of restricted stock, restricted stock units and performance stock granted in ~~any~~a given calendar year. If a participant dies or becomes disabled (as defined in the 2010 Stock Plan) while employed by or serving as a director, all unvested awards become fully vested. Our Compensation Committee is authorized to establish the terms and conditions of awards granted under theThe 2010 Stock Plan ~~to establish, amend~~terminated and ~~rescind any rules and regulations relating to~~ the ~~2010 Stock Plan, and to make any other determinations that it deems necessary.~~
Prior to expiration of the Option Plan, our Compensation Committee had the discretion to grant options for up to 2,000,000 shares of common stock to officers and key and middle-level executives for the purchase of our stock at prices not less than fifty percent of the fair market value of the shares on the dates of grant, with an exercise term (as determined by our Compensation Committee) not to exceed 10 years.
Under the Award Plan, our Compensation Committee had the discretion to grant awards for up to an aggregate maximum of 800,000 shares of our common stock. The Award Plan authorized our Compensation Committee to grant to our officers and key and middle-level executives rights to acquire shares at a cash purchase price of $0.01 per share. The Award Plan contained provisions for cash payments equal to the taxes due when the shares vest.
~~See Proposal No. 3 on page 11 for information regarding the Delta Apparel, Inc.~~ 2020 Stock Plan ~~which, if approved by shareholders at~~became effective on February 6, 2020, the ~~Annual Meeting, will continue to afford our Board and its Compensation Committee the ability to offer a variety~~date of compensatory awards designed to enhanced our long-term success by encouraging stock ownership among our executives, key employees and directors following expiration of the 2010 Stock Plan by its terms on September 14, 2020.shareholders’ approval.

Delta Apparel, Inc. - 41 - Proxy Statement
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ADDITIONAL INFORMATION

The ~~2019~~2021 Annual Report contains our fiscal year ~~2019~~2021 Annual Report on Form 10-K filed with the SEC, including financial statements and financial statement schedules, but excluding exhibits. The Company will furnish to any shareholder, without charge, a copy of the Company’s Annual Report on Form 10-K for the fiscal year ended ~~September 28, 2019,~~October 2, 2021, as filed with the SEC, upon written request to Delta Apparel, Inc., ~~322~~2750 Premiere Parkway, Suite 100, Duluth, Georgia 30097, Attention: S. ~~Main Street, Greenville, South Carolina 29601, Attention: Deborah H. Merrill, Chief Financial Officer.~~Lauren Satterfield, Corporate Secretary.

By Order of the Board of Directors

~~Deborah H. Merrill~~Robert W. Humphreys
Chairman and Chief ~~Financial~~Executive Officer ~~& President, Delta Group~~

~~Greenville, South Carolina~~Duluth, Georgia

December 17, ~~2019~~2021

Delta Apparel, Inc. 43- 42 - Proxy Statement
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 14A 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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Delta Apparel, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)


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	1.	To elect ~~eight~~seven members to the Company's Board of Directors to serve until the Company's next annual meeting of shareholders, until their successors are duly elected and qualified, or until their earlier resignation;

	2.	To hold an advisory vote to approve the compensation of the Company's named executive officers;

	3.	~~To approve the Delta Apparel, Inc. 2020 Stock Plan;~~

	4.	To ratify the appointment of Ernst & Young LLP to serve as the Company's independent registered public accounting firm for the fiscal year ending October ~~3, 2020;~~1, 2022; and

	5.4.	To transact such other business as may properly come before the Annual Meeting or any adjournments thereof.

Important Information Regarding the Annual Meeting	1
Proposal No. 1: Election of Directors	76
Proposal No. 2: Advisory Vote on Executive Compensation	10
~~Proposal No. 3: Approval of Delta Apparel, Inc. 2020 Stock Plan~~	119
Proposal No. 4:3: Ratification of the Appointment of ~~Ernst & Young LLP~~Independent Registered Public Accounting Firm	1510
Report of the Audit Committee	1712
Corporate Governance	1813
Environmental, Social, and Governance	19
Stock Ownership of Management and Principal Shareholder	2420
Delinquent Section 16(a) Reports	21
Executive Officers	2622
Executive Compensation	2723
Compensation Tables	3735
Summary Compensation	3735
Outstanding Equity Awards	3836
Potential Payments Upon Termination or Change in Control	3937
Director Compensation	4140
Equity Compensation Plan Information	4241
Additional Information	4342


Proposal No. 2:	For the advisory vote on the compensation of our named executive officers, the vote is not binding on our Board of Directors or our Compensation Committee and, therefore, no specific vote is required to approve the proposal. However, our Board and Compensation Committee will review the voting results and consider them in making future decisions about executive compensation.

Proposal No. 3:	Approval of the Delta Apparel, Inc. 2020 Stock Plan requires that the number of votes cast "FOR" exceeds the number of votes cast against this proposal. Votes cast exclude broker non-votes and abstentions and, therefore, broker non-votes and abstentions will have no effect on the approval of the Delta Apparel, Inc. 2020 Stock Plan.

Dr. G. Jay Gogue ~~(Lead Independent Director)~~(Independent)
Director Since: 2010 Age: 7274 Committees: Corporate Governance ~~(Chair)~~ Compensation	Dr. Gogue served as President of Auburn University from 2007 until his retirement in July 2017, and subsequently served as President Emeritus of Auburn University until July 2019. ~~Since~~From July 2019 to February 2020, Dr. Gogue served as Interim President of Auburn University. Since February 2020, Dr. Gogue has served once again as ~~Interim~~ President of Auburn University. Dr. Gogue served as President of the University of Houston and Chancellor of the University of Houston System from 2003 to 2007. Prior to his tenure at the University of Houston, he was President of New Mexico State University from 2000 to 2003 and Provost of Utah State University from 1995 to 2000. Dr. Gogue began his career in higher education administration in 1986 as Associate Director of the Office of University Research at Clemson University, where he also served as Vice President for research and Vice President and Vice Provost for agriculture and natural resources. Dr. Gogue has served as an accreditation reviewer for the Pacific Northwest Association of Schools and Colleges, Commission on Colleges, and on the boards of several privately-held companies. His leadership of large educational institutions has involved development of strategic plans, operating under difficult budgetary constraints and balancing the needs of diverse stakeholders including students, faculty, alumni and state government. Dr. Gogue's wealth of experience managing large and complex organizations, including the financial functions thereof, provides our Board with valuable input and expertise.

Glenda E. Hood (Independent)
Director Since: 2019 Age: 6971 Committees: Audit (Chair) Compensation	Ms. Hood served as Secretary of State for the State of Florida from 2003 to 2005 and served three terms as Mayor and Chief Executive Officer for the City of Orlando, Florida, spanning from 1992 to 2003. Since 2006, Ms. Hood has provided business development and consulting services as President and Chief Executive Officer of Hood Partners, LLC, and also provided strategic consulting services to business, government and civic leaders across the country through triSect, a firm she founded in 2010. In addition, since 2008, Ms. Hood has served on the Board of Directors and Executive Committee for each of SantaFe HealthCare and Axiom Bank, NA, and currently serves as Chair of each. She has also served as a director for engineering services firm Baskerville-Donovan, Inc. since 2006. Ms. Hood previously served on the Board of Directors and Audit Committee for energy services provider Allete (NYSE: ALE) from 2000 to 2003, and on the Board of Directors and Audit, Finance & Budget and Quality Committees for AvMed Health Plans from 2006 to 2008. Ms. Hood also currently serves in advisory roles for a variety of other civic and community organizations. Ms. Hood brings to our Board over 40 years of valuable business, organizational and political leadership experience spanning multiple industries and sectors.

Robert W. Humphreys
Director Since: 1999 Age: 6264 Committees: None	Mr. Humphreys is the Chairman and Chief Executive Officer of Delta Apparel, Inc. He has served as Chairman of our Board since 2009. Mr. Humphreys previously served Delta Apparel, Inc. as President and Chief Executive Officer for more than 10 years. From April 1999 until December 1999, Mr. Humphreys served as President of the Delta Apparel division of Delta Woodside Industries, Inc. In 1998, he was named Vice President of Finance and Assistant Secretary of Delta Woodside Industries, Inc. and served in that capacity until November 1999. From 1987 to May 1998, Mr. Humphreys served as President of Stevcoknit Fabrics Company, the former knit fabrics division of a subsidiary of Delta Woodside Industries, Inc. Mr. Humphreys has over 30 years of experience in the textile and apparel industry, including senior leadership roles in operations and finance. Under his direction, the Company has grown from a commodity t-shirt manufacturer to a diverse, branded apparel company. Mr. Humphreys' long history with the Company, combined with his leadership skills and operating experience, makes him particularly well-suited to be our Chairman and serve on our Board.

~~Robert E. Staton, Sr.~~ ~~(Independent)~~
~~Director Since:~~ ~~2009~~ ~~Age:~~ 73 ~~Committees:~~ ~~Audit (Chair)~~	Mr. Staton has served as President of Presbyterian College since July 2015. Mr. Staton previously served as Chief of Staff for Presbyterian College from 2011 through 2013, and as Executive Vice President of External Relations for Presbyterian College from 2006 until 2011. Mr. Staton has provided business development consulting services to Coleman Lew + Associates, an executive search and leadership development firm, since 2013. In 2002, Mr. Staton was named Chairman of the Board of Carolina National Bank and served in that capacity until its acquisition by First National Bank of the South in 2008. Mr. Staton served as a director of First National Bankshares and was a director of First National Bank of the South from 2008 until 2010. From 1986 until 2002, Mr. Staton served as Chairman and Chief Executive Officer of Colonial Life, a publicly traded company primarily in the business of selling and servicing voluntary benefits programs. Mr. Staton holds a Juris Doctor degree from the University of South Carolina School of Law. Mr. Staton has extensive professional experience in legal matters and senior executive positions with financial companies, as well as service as the chairman of a public company. Additionally, he has served on numerous boards and committees of public, private, civic, educational and other organizations. The knowledge and insight gained from this diverse experience contribute greatly to our Board.

	Nominee			Director Since
	Anita D. Britt			2018
	J. Bradley Campbell			2015
	Dr. G. Jay Gogue			2010
	Glenda E. Hood			2019
	Robert W. Humphreys			1999
	~~Robert E. Staton, Sr.~~			~~2009~~
	A. Alexander Taylor, II			2016
	David G. Whalen			2017

	2.	An advisory vote on the compensation of our named executive officers as disclosed in this Proxy Statement;

	3.	~~Approval of the Delta Apparel, Inc. 2020 Stock Plan; and~~

	4.	Ratification of the appointment of Ernst & Young LLP to serve as our independent registered public accounting firm for our ~~2020~~2022 fiscal year.


	2.	FOR the approval of the compensation of our named executive officers ("Proposal No. 2");

	3.	~~FOR the approval of the Delta Apparel, Inc. 2020 Stock Plan ("Proposal No. 3"); and~~


	4.	FOR ratification of the appointment of Ernst & Young LLP to serve as our independent registered public accounting firm for our ~~2020~~2022 fiscal year ("Proposal No. 4"3").


	4.	By voting ~~in-person~~ at the Annual Meeting. If you choose to vote in-person at the Annual Meeting, please bring proof of personal identification.


	3.	Sending written notice of revocation to Lauren Satterfield, ~~Associate Counsel,~~Corporate Secretary, at the Company's principal executive offices located at ~~322 S. Main Street, Greenville, South Carolina 29601;~~2750 Premiere Parkway, Suite 100, Duluth, Georgia 30097; or


	4.	Completing a written ballot at the Annual Meeting. If you choose to complete a written ballot at the Annual Meeting, please bring proof of personal identification.


~~Proposal No. 4:~~	Ratification of the appointment of Ernst & Young LLP to serve as our independent registered public accounting firm for our fiscal year ~~2020~~2022 requires that the number of votes cast "FOR" exceeds the number of votes cast against this proposal. Abstentions and broker non-votes will have no effect on the vote with respect to this proposal.


A. Alexander Taylor, II ~~(Independent)~~(Lead Independent Director)
Director Since: 2016 Age: 6668 Committees: Compensation ~~(Chair)~~ Corporate Governance (Chair)	Mr. Taylor served as Chairman and Chief Executive Officer of FGX International, Inc. (NASDAQ: FGXI), a worldwide producer and marketer of eyeglasses and sunglasses, from 2005 to 2013, and as a consultant to FGX from July 2013 until 2014. Mr. Taylor served as President and Chief Operating Officer of Chattem, Inc. (NASDAQ: CHTT), a consumer products company, from 1998 to 2005, and was previously an attorney with Miller & Martin PLLC in Chattanooga, Tennessee from 1978 to 1998. Mr. Taylor served on the Board of Directors of Zoe's Kitchen, Inc. (NYSE: ZOES) from April 2015 to November 2018, including service on its Audit Committee and as Chair of its Compensation Committee. Mr. Taylor currently serves on the boards of several privately-held ~~companies. Since 2014,~~companies and nonprofit organizations. Mr. Taylor ~~has~~formerly served as an Adjunct Professor at the Charleston School of Law and ~~also currently serves~~formerly served as Chair of the Board of Trustees of Furman ~~University.~~University, where he continues to serve as a trustee. Mr. Taylor brings to our Board extensive consumer brand and retail experience in a variety of industries and functional areas, including operations, finance, legal and public company governance.

	2019		2018
Audit Fees	$	1,164,420	$	1,181,387
Audit-Related Fees		—		—
Tax Fees		—		—
All Other Fees		—		—
Total	$	1,164,420	$	1,181,387⁽¹⁾


	2.	By toll-free telephone at 1-800-690-6903;


	3.	By completing and mailing your proxy card; or


	2.	Returning a later-dated proxy card;


Topic	Accounting/Activity Metric^(a)	Sub-heading in Form 10-K
Management of Chemicals in Products	CG-AA-250a.1 Discussion of processes to maintain compliance with restricted substances regulations	Conserving the Environment, Using Safe Chemistry
	CG-AA-250a.2 Discussion of processes to assess and manage risks and/or hazards associated with chemicals in products	Conserving the Environment, Using Safe Chemistry
Environmental Impacts in the Supply Chain	CG-AA-430a.1 Percentage of (1) Tier 1 supplier facilities and (2) supplier facilities beyond Tier 1 in compliance with wastewater discharge permits and/or contractual agreement	Conserving the Environment, Managing Water
	CG-AA-430a.2 Percentage of (1) Tier 1 supplier facilities and (2) supplier facilities beyond Tier 1 that have completed the Sustainable Apparel Coalition’s Higg Facility Environmental Module (Higg FEM) assessment or an equivalent environmental data assessment	Conserving the Environment, Monitoring Progress
Labor Conditions in the Supply Chain	CG-AA-430b.1 Percentage of (1) Tier 1 supplier facilities and (2) supplier facilities beyond Tier 1 that have been audited to a labor code of conduct, (3) percentage of total audits conducted by a third-party auditor	Social Responsibility, Monitoring
	CG-AA-430b.2 Priority non-conformance rate and associated corrective action rate for suppliers’ labor code of conduct audits	Social Responsibility, Monitoring
	CG-AA-430b.3 Description of the greatest (1) labor and (2) environmental, health, and safety risks in the supply chain	Social Responsibility, Health and Safety
Raw Materials Sourcing	CG-AA-440a.1 Description of environmental and social risks associated with sourcing priority raw materials	Conserving the Environment, Responsible Sourcing
	CG-AA-440a.2 Percentage of raw materials third-party certified to an environmental and/or social sustainability standard, by standard	Conserving the Environment, Responsible Sourcing
Activity Metric	CG-AA-000.A Number of (1) Tier 1 suppliers and (2) suppliers beyond Tier 1	See note (a) that follows

	2021		2020
Audit Fees	$	1,007	$	1,027
Audit-Related Fees		—		16
Tax Fees		—		—
All Other Fees		—		—
Total	$	1,007	$	1,043

	•	The Audit Committee appointed EY as the Company's independent registered public accounting firm for fiscal year 2021.

	•	The Audit Committee has reviewed and discussed the audited financial statements for the year ended ~~September 28, 2019,~~October 2, 2021, as well as the internal controls over financial reporting as of ~~September 28, 2019,~~October 2, 2021, with the Company’s management.


	•	The Audit Committee has discussed with EY the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC.


	•	The Audit Committee has received the written disclosures and the letter from EY required pursuant to Public Company Accounting Oversight Board requirements and has discussed with EY its independence from the Company.


	Fiscal Year ~~2019~~2021			Fiscal Year ~~2020~~2022
Director Name	Audit	Compensation	Governance	Audit	Compensation	Governance
Anita D. Britt	X		X	X		X
J. Bradley Campbell	X		X	X		X
Dr. G. Jay Gogue		X	CX		X	CX
Glenda E. Hood⁽¹⁾	C	X		XC	X
Robert W. Humphreys
~~Robert E. Staton, Sr.~~A. Alexander Taylor, II		X	C		X	C
~~A. Alexander Taylor, II~~		C	X		C	X
David G. Whalen		X	XC		X	XC

	•	The full Board oversees strategic, financial and operational risks and exposures associated with our annual business plans and other current matters that may present material risk to the Company’s operations, strategies, prospects, or reputation. The full Board's risk oversight responsibility includes risks and exposures related to cybersecurity matters.

	•	Our Audit Committee regularly reviews and oversees the risks associated with financial matters, particularly financial reporting, tax, accounting, disclosure, internal control over financial reporting, financial policies, credit and liquidity matters, compliance with legal and regulatory matters, including environmental matters, and the Company's related risk management policies.


	•	Our Compensation Committee oversees risks associated with attraction and retention of executive talent, management development and compensation philosophy and programs, including a periodic review of compensation programs to ensure that they do not encourage excessive risk-taking.


	•	Our Corporate Governance Committee oversees risks associated with governance matters, including our Ethics Policy Statement, succession planning for our directors, Chief Executive Officer and other named executive officers, and the structure and performance of the Board and its committees.


Title	Stock Ownership Requirement
Chief Executive Officer	4 times annual base salary
Chief Financial Officer	2 times annual base salary
Chief Operating Officer	2 times annual base salary


Directors and Executive Officers	Common Stock Beneficially Owned		Percentage		Common Stock Beneficially Owned		Percentage
	#		%		#		%

Carlos E. Encalada Arjona					2,154		*
Anita D. Britt	3,375		*		8,875		*
J. Bradley Campbell	10,250		*		17,750		*
Dr. G. Jay Gogue	17,625		*		23,125		*
Glenda E. Hood	2,063				7,563		*
Justin M. Grow ⁽¹⁾	15,905		*
Robert W. Humphreys	527,719		7.6	%	430,577		6.1	%
Deborah H. Merrill(1)	124,536		1.8	%	115,723		1.6	%
Robert E. Staton, Sr.	18,875		*
S. Lauren Satterfield					—		*
Jeffery N. Stillwell	32,197		*		44,373		*
A. Alexander Taylor, II	13,950		*		20,881		*
David G. Whalen	7,750	⁽²⁾	*		14,750	⁽²⁾	*
All current directors and executive officers as a group (12 persons)	774,245	⁽³⁾	11.1	%
All current directors and executive officers as a group (11 persons)					685,771	⁽³⁾	9.7	%


		Common Stock Beneficially Owned		Percentage			Common Stock Beneficially Owned		Percentage
5% Shareholders	5% Shareholders	#		%		5% Shareholders	#		%
Wells Fargo & Company 420 Montgomery Street San Francisco, CA 94163		716,797	⁽¹⁾	10.3	%
Allspring Global Investments Holdings, LLC 525 Market St., 10th Floor San Francisco, CA 94105						Allspring Global Investments Holdings, LLC 525 Market St., 10th Floor San Francisco, CA 94105	743,623	⁽¹⁾	10.6	%
Dimensional Fund Advisors LP Building One 6300 Bee Cave Road Austin, TX 78746						Dimensional Fund Advisors LP Building One 6300 Bee Cave Road Austin, TX 78746	549,029	⁽²⁾	7.8	%
Wilen Investment Management Corp. 14551 Meravi Drive Bonita Springs, Florida 34135	Wilen Investment Management Corp. 14551 Meravi Drive Bonita Springs, Florida 34135	642,870	⁽²⁾	9.2	%	Wilen Investment Management Corp. 14551 Meravi Drive Bonita Springs, Florida 34135	434,487	⁽³⁾	6.2	%
Dimensional Fund Advisors LP Building One 6300 Bee Cave Road Austin, TX 78746		588,882	⁽³⁾	8.4	%
E. Erwin Maddrey, II 233 North Main Street, Suite 200 Greenville, SC 29601	E. Erwin Maddrey, II 233 North Main Street, Suite 200 Greenville, SC 29601	517,155	⁽⁴⁾	7.4	%	E. Erwin Maddrey, II 233 North Main Street, Suite 200 Greenville, SC 29601	399,875	⁽⁴⁾	5.7	%
Franklin Mutual Advisors, LLC 101 John F. Kennedy Park Short Hills, NJ 07078		367,200	⁽⁵⁾	5.3	%


⁽³⁾	The information set forth above is based on an amendment to a Schedule 13G filed by Wilen Investment Management Corp. (“Wilen”) with the SEC on February 12, 2021, with respect to the Company's common stock. Wilen reported that it has sole power to vote and/or dispose of the above-referenced shares.

⁽⁴⁾	The information set forth above is based on an amendment to a Schedule 13D filed by E. Erwin Maddrey II with the SEC on July 11, 2007, with respect to the Company's common stock and other information provided to us by Mr. Maddrey.

Robert W. Humphreys
Chairman &and Chief Executive Officer Age: 6264	Mr. Humphreys is the Chairman and Chief Executive Officer of Delta Apparel, Inc. He has served as Chairman of our Board since 2009. Mr. Humphreys previously served Delta Apparel, Inc. as President and Chief Executive Officer for more than 10 years. Mr. Humphreys serves on the Board of Directors or Board of Managers, as applicable, of each of our domestic wholly-owned subsidiaries, and also serves on the Board of Directors of Green Valley Industrial Park, S.A. de C.V., which owns and operates the industrial park where our Honduran textiles operations are located and in which we are a minority owner. From April 1999 until December 1999, Mr. Humphreys served as President of the Delta Apparel division of Delta Woodside Industries, Inc. In 1998, he was named Vice President of Finance and Assistant Secretary of Delta Woodside Industries, Inc. and served in that capacity until November 1999. From 1987 to May 1998, Mr. Humphreys served as President of Stevcoknit Fabrics Company, the former knit fabrics division of a subsidiary of Delta Woodside Industries, Inc. Mr. Humphreys has over 30 years of experience in the textile and apparel industry, including senior leadership roles in operations and finance.

Deborah H. Merrill
President, Delta Group and Former Chief Financial Officer ~~& President, Delta Group~~ Age: 4648	Ms. Merrill ~~has~~ served ~~Delta Apparel, Inc. since 1998 and has been Vice President,~~as Chief Financial Officer and Treasurer offrom 2006 through her December 15, 2021, voluntary resignation from those positions with the ~~Company since 2006.~~Company. Ms. Merrill will serve as President, Delta Group through her January 22, 2022, voluntary resignation from all other positions with the Company. Ms. Merrill served as President, Delta Basics from January 2016 to July 2018, and was subsequently promoted to the position of President, Delta ~~Group.~~Group in August 2018. In addition, Ms. Merrill ~~has~~ served in an oversight role for DTG2Go, LLC, a wholly-owned subsidiary of the Company, since the Company's 2014 fiscal year. Ms. Merrill previously served as the Assistant Secretary of the Company from 1999 to 2006 and during that time she also served in various financial and accounting roles. Previously, she had been Director of Accounting and Administration of the Delta Apparel division of Delta Woodside Industries, Inc. from 1999 to 2000, and Accounting Manager of its Delta Apparel division from 1998 to 1999. Ms. Merrill ~~serves~~served on the Board of Directors or Board of Managers, as applicable, of each of our domestic wholly-owned subsidiaries, and also ~~serves~~served on the Board of Directors of Green Valley Industrial Park, S.A. de C.V., which owns and operates the industrial park where our Honduran textiles operations are located and in which we are a minority owner. Before joining Delta Apparel in 1998, she served as the Logistics Controller for GNB Technologies, a battery manufacturing company, and as an Auditor for Deloitte LLP.
Simone C. Walsh
~~Justin M. Grow~~
Vice President, ~~of Administration, General Counsel & Corporate Secretary~~Chief Financial Officer and Treasurer Age: 4749	~~Mr. Grow~~Ms. Walsh was appointed Vice President, Chief Financial Officer & Treasurer of Delta Apparel, Inc. on December 15, 2021. Before joining the Company, Ms. Walsh served as ~~General Counsel~~Vice President – Deputy Controller of Novelis Inc., from ~~October 2011 through his~~September 2020 to December ~~15, 2019, voluntary resignation from the Company, and also~~2021. Prior to that position, she served as ~~Corporate Secretary~~Chief Accounting Officer, Controller and principal accounting officer of PRGX Global, Inc. from ~~November 2012 through December 15,~~April 2019 to September 2020 and as Vice President – Finance from August 2017 to April 2019. Ms. Walsh worked as a consultant for Steele Consulting from October 2016 to July 2017 leading a tax and divestiture process for certain operations of ~~Administration from May 2016 through December 15, 2019. Mr. Grow~~Cable & Wireless Communication Limited to a U.S. public company. Before that position, Ms. Walsh served as ~~Assistant Corporate Secretary of~~ the ~~Company~~Senior Director – Finance, Home Services for The Home Depot, Inc. from October 2011 through November 2012. Mr. Grow also served on the Board of Directors or Board of Managers, as applicable, of each of our domestic wholly-owned subsidiaries, and on the Board of Directors of Green Valley Industrial Park, S.A. de C.V., which owns and operates the industrial park where our Honduran textiles operations are located and in which we are a minority owner. PriorJanuary 2015 to ~~joining the Company, Mr. Grow served as Assistant General Counsel for ScanSource, Inc., a~~ ~~Fortune 1000~~ ~~technology distributor, from~~ April ~~2007 to October 2011,~~2016 and as ~~Corporate Counsel for 3V, Inc.~~the Senior Director – Tax from 2012 until 2014. Ms. Walsh has also held other leadership and ~~director of its human resources function from October 2005 to April 2007. Prior to October 2005, Mr. Grow worked for several years as an associate~~senior financial positions with ~~the law firm Ogletree, Deakins, Nash, Smoak & Stewart, P.C.~~various other companies and began her career as a ~~partner with~~public accountant, working at both Ernst & Young and Deloitte. Ms. Walsh holds a Bachelor of Commerce degree from the ~~law firm Murphy & Grow, P.C.~~ University of Wollongong (Australia) and a Master of Business (Accounting and Finance) from the University of Technology Sydney (Australia). Ms. Walsh is both an Australian and British Chartered Accountant.

Jeffery N. Stillwell
President, Salt Life Group Age: 5355	Mr. Stillwell was appointed President of our Salt Life Group segment in July 2018. Mr. Stillwell joined the Company in 2009, serving in various executive leadership roles with Salt Life, LLC (formerly To The Game, LLC), a wholly-owned subsidiary of the Company, until 2011, and then serving as President of Salt Life, LLC from 2011 to July 2018. Before joining the Company, Mr. Stillwell and others founded Kudzu, LLC, a supplier of licensed and decorated headwear, in 1994, and Mr. Stillwell served in various executive leadership roles for that business and several related businesses until joining the Company in 2009.
Carlos E. Encalada Arjona
Vice President of Manufacturing Age: 47	Mr. Encalada Arjona was appointed Vice President of Manufacturing of Delta Apparel, Inc. in November 2017. Prior to November 2017, Mr. Encalada Arjona was the Director of Apparel Manufacturing for the Company. Mr. Encalada Arjona joined the Company in August 2000 and has served in various management roles within our manufacturing operations, including Offshore Human Resources Director and Director of Apparel Manufacturing. Mr. Encalada Arjona holds a Master of Business Administration from the University of Texas at Austin as well as a mechanical and electrical engineering degree from Instituto Tecnologico de Estudios Superiores de Monterrey.
S. Lauren Satterfield
Deputy General Counsel and Corporate Secretary Age: 34	Ms. Satterfield has served as Deputy General Counsel since February 2020 and as Corporate Secretary since August 2020. From August 2018 to February 2020, Ms. Satterfield served as Associate Counsel for the Company. Before joining the Company, Ms. Satterfield served as Senior Tax Associate with Elliott Davis, LLC, a regional accounting firm, from January 2015 through July 2018. Before January 2015, Ms. Satterfield worked as an associate attorney with a law firm from November 2012 to January 2015. Ms. Satterfield holds a JD and an LLM in Taxation.

	•	We pay for performance and place a significant portion of executive officer compensation "at risk"
	•	We cap the amount of cash incentive compensation and equity awards that an executive may receive in any year
	•	We have robust stock ownership guidelines for certain executive positions and our directors
	•	We have double trigger change-in-control cash severance benefits in our executive employment agreements
	•	We pay reasonable salaries and provide appropriate benefits to our executives
	•	We generally provide a blend of short-term and long-term incentive opportunities as well as a blend of cash and equity incentive opportunities
	•	Our Compensation Committee is made up entirely of independent directors and is empowered to select and engage its own independent advisors

	•	We do not allow hedging, puts, calls or similar derivative transactions related to our stock
	•	We do not reprice stock options and do not exchange "underwater" options for cash
	•	We do not provide guaranteed cash bonuses to our named executive officers
	•	We do not offer a defined benefit pension plan
	•	We do not offer a supplemental executive retirement plan
	•	We do not provide any excise tax reimbursement payments (including "gross-ups") on payments contingent upon a change in control of the Company
	•	We do not provide special health or welfare benefits to our executives, other than participation in broad-based employee programs on the same basis as our other full-time employees
	•	Perquisites or other personal benefits are not a material part of our compensation program for our executives