Delta Apparel, Inc. 

Annual Meeting of Shareholders

February 10, 202220, 2024

Notice of Annual Meeting of Shareholders

and Proxy Statement

February 10, 202220, 2024

8:309:00 AM Eastern Time

Delta Apparel, Inc.   2750 Premiere Parkway, Suite 100 Duluth, Georgia 30097 Telephone (678) 775-6900

December 17, 2021January 9, 2024

To Our Shareholders:

Thank you for your investment in Delta Apparel, Inc. On behalf of our Board of Directors, it is my pleasure to invite you to attend our upcoming annual meeting of shareholders on Thursday,Tuesday, February 10, 202220, 2024 (the "Annual Meeting"). The Annual Meeting will be held at our offices located at 2750 Premiere Parkway, Suite 100, Duluth, Georgia 30097,Embassy Suites, 250 Riverplace, Greenville, SC 29601, and will begin at 8:309:00 a.m. Eastern Time.

The attached Notice of Annual Meeting of Shareholders and Proxy Statement describes the matters that we expect to act upon at the Annual Meeting. If you were a shareholder of record as of December 14, 2021,January 2, 2024, you are entitled to vote on these matters. Your vote is very important to us. If you are unable to attend the meeting, please vote by proxy over the Internet, by telephone or by completing the enclosed proxy card and signing, dating and returning the card at your earliest convenience. Voting over the Internet, by telephone or by written proxy card will ensure your representation at the Annual Meeting regardless of whether you attend in person. If you attend the Annual Meeting and desire to revoke your proxy and vote in person, you may do so. In any event, you are entitled to revoke your proxy at any time before it is exercised.

We appreciate your continued support of Delta Apparel and look forward to seeing you at the Annual Meeting.

Sincerely,

Robert W. Humphreys

Chairman and Chief Executive Officer

Delta Apparel, Inc.   2750 Premiere Parkway, Suite 100 Duluth, Georgia 30097 Telephone (678) 775-6900

Notice of Annual Meeting of Shareholders

It is my pleasure to invite you to attend the annual meeting of the shareholders of Delta Apparel, Inc. (the "Company") on Thursday,Tuesday, February 10, 2022,20, 2024, at 8:309:00 a.m. Eastern Time (the "Annual Meeting"). The Annual Meeting will be held at our offices located at 2750 Premiere Parkway, Suite 100, Duluth, Georgia 30097.Embassy Suites, 250 Riverplace, Greenville, SC 29601. At the Annual Meeting, shareholders will vote on the following matters, which are further described in the attached proxy statement (the "Proxy Statement"):

Only shareholders whose names appear of record on our books as of the close of business on December 14, 2021,January 2, 2024, are entitled to notice of and to vote during the Annual Meeting or any adjournments thereof.

You are cordially invited to attend the Annual Meeting in person, but if you are unable to do so, please vote by proxy over the Internet, by telephone or by completing the enclosed proxy card and signing, dating and returning the card at your earliest convenience. Voting over the Internet, by telephone or by written proxy card will ensure your representation at the Annual Meeting regardless of whether you attend in person. If you attend the Annual Meeting and desire to revoke your proxy and vote in person, you may do so. In any event, you are entitled to revoke your proxy at any time before it is exercised.

By Order of the Board of Directors,

 

S. Lauren SatterfieldJustin M. Grow

Deputy General CounselExecutive Vice President & Corporate SecretaryChief Administrative Officer

December 17, 2021January 9, 2024

Duluth, Georgia    

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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on February 10, 2022:20, 2024: The Delta Apparel, Inc. Notice of Annual Meeting of Shareholders and Proxy Statement and the Delta Apparel, Inc. Fiscal Year 20212023 Annual Report are available at www.proxyvote.com.

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Explanatory Note 

We qualify as a "smaller reporting company" pursuant to Item 10 of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), because our public float was less than the applicable $250 million threshold on the last day of the second quarter of our 20212023 fiscal year. As such, we have elected to provide in thethis Proxy Statement certain scaled disclosures permitted of smaller reporting companies under the Exchange Act.

Table of Contents

PROXY STATEMENTProxy Statement

The Notice of Internet Availability of Proxy Materials, this Proxy Statement, the accompanying proxy voting card, and our Annual Report for our fiscal year 20212023 (“Annual Report”) were first made available to holders of Delta Apparel, Inc. common stock on or about December 17, 2021.January 9, 2024. On behalf of our Board of Directors, we are soliciting your proxy to vote your shares of the Company's common stock at our Annual Meeting and all adjournments or postponements of such meeting. We solicit proxies to provide all shareholders of record with an opportunity to vote on matters to be presented at the Annual Meeting. The information provided in this Proxy Statement is intended to assist you in voting your shares on these matters. This Proxy Statement and our Fiscal Year 2021 Annual Report are available at no charge on our website at www.deltaapparelinc.com.

IMPORTANT INFORMATION REGARDING THE ANNUAL MEETINGImportant Information Regarding the Annual Meeting

Purpose and location of the Annual Meeting

At the Annual Meeting, our shareholders will act upon the matters outlined in the Notice of Annual Meeting of Shareholders in this Proxy Statement, including the election of the sevennine nominees as directors, an advisory vote on the compensation of our named executive officers, ratification of the appointment of Ernst & Young LLP to serve as our independent registered public accounting firm for our 20222024 fiscal year, and such other business as may be properly brought before the Annual Meeting. This Proxy Statement summarizes certain material information regarding the Annual Meeting. The Annual Meeting will be held on Thursday,Tuesday, February 10, 2022,20, 2024, at 8:309:00 a.m. Eastern Time at our offices located at 2750 Premiere Parkway, Suite 100 Duluth, Georgia 30097. Embassy Suites, 250 Riverplace, Greenville, SC 29601.

Attendance at the Annual Meeting

All of our shareholders are invited to attend the Annual Meeting. Only Delta Apparel, Inc. shareholders as of the close of business on Tuesday, December 14, 2021January 2, 2024 (the "Record Date"), may vote at the Annual Meeting.

Solicitation of proxies

Our Board of Directors (the "Board") is soliciting your proxy to vote at the Annual Meeting.

Proposals to be voted on at the Annual Meeting

At the Annual Meeting, shareholders as of the Record Date will vote on three proposals:

Voting recommendations of the Board

The Board recommends the following votes:

Other matters to be voted on

The Board does not intend to present any other matters at the Annual Meeting, and we do not know of any other matters that will be brought before the shareholders for a vote at the Annual Meeting. If any other matter is properly brought before the Annual Meeting, your signed proxy card gives authority to the persons named in the proxy to vote on such matters in their discretion and in accordance with their best judgment.

Entitlement to vote and number of votes

Holders of our common stock as of the close of business on the Record Date, December 14, 2021,January 2, 2024, may vote at the Annual Meeting, either in person or by proxy.

Each share of Delta Apparel, Inc. common stock that you owned at the close of business on the Record Date is entitled to one vote for each director nominee and one vote for each of the remaining proposals. You do not have the right to cumulate your votes with respect to the election of any director.

Difference between holding shares as a shareholder of record and as a beneficial owner

Many shareholders hold their shares through a broker or bank rather than directly in their own names. As summarized below, there are some distinctions between shares held of record and those owned beneficially.

Shareholder of Record. If your shares are registered directly in your name with the Company's transfer agent, American Stock Transfer &Equiniti Trust Company, LLC, you are considered, with respect to those shares, the shareholder of record, and these proxy materials are being sent directly to you by the Company.

Beneficial Owner. If your shares are held in a stock brokerage account or by a bank, you are considered the beneficial owner of shares held in street name, and these proxy materials may be forwarded to you by your bank or broker, which is considered the shareholder of record of these shares. As the beneficial owner, you have the right to direct your bank or broker how to vote and are also invited to attend the Annual Meeting. However, if you are not the shareholder of record, you may not vote these shares in person at the Annual Meeting unless you bring with you a legal proxy from the shareholder of record. Your bank or broker may provide a voting card or voting instruction form for you to use for providing directions for how to vote your shares.

How to vote

If you are a shareholder of record, there are four ways to vote:

The internet and telephone voting procedures are designed to confirm your identity, to allow you to provide your voting instructions and to verify that your instructions have been properly recorded. If you wish to vote by internet or telephone, please follow the instructions that are printed on the enclosed proxy card. If you vote by internet or telephone, your vote must be received by 11:59 p.m. Eastern Time on February 9, 2022,19, 2024, the day before the Annual Meeting. Your shares will be voted as you indicate. If you sign and return your proxy card but you do not indicate your voting preferences, the proxy holders will vote your shares FOR each of the nominees in Proposal No. 1 and FOR Proposal Nos. 2 and 3. Although we are not currently aware of any other matters that will be brought before the Annual Meeting, by signing and returning your proxy card, you appoint the proxy holders as your representatives at the Annual Meeting. If a matter is raised for a vote at the Annual Meeting that is not included in these proxy materials, then the proxy holders will vote your shares in accordance with their best judgment.

If your shares are held in street name, you should follow the voting directions provided by your bank or broker. You may complete and mail a voting instruction card to your bank or broker or, in most cases, submit voting instructions by the internet or telephone to your bank or broker. If you provide specific voting instructions by mail, the internet or telephone, your shares should be voted by your bank or broker as you have directed. AS A RESULT OF THE RULES OF THE NYSE AMERICAN, LLC ("NYSENATIONAL SECURITIES EXCHANGE (the "NYSE American"), YOUR BANK OR BROKER CANNOT VOTE WITH RESPECT TO PROPOSAL NOS. 1 OR 2 UNLESS IT RECEIVES VOTING INSTRUCTIONS FROM YOU.

We will distribute written ballots at the Annual Meeting to any shareholder of record who wants to vote. If you hold your shares in street name, you must request and receive a legal proxy from your bank or broker to vote in person at the Annual Meeting.

Householding

Please note that only one copy of the proxy materials may be delivered to multiple shareholders of record sharing an address unless we receive contrary instructions from one or more of the applicable shareholders. Upon request from any such shareholder, we will provide a separate copy of the proxy materials. Such requests can be made to Lauren Satterfield, Corporate Secretary,Justin M. Grow, Executive Vice President & Chief Administrative Officer, at the Company's principal executive offices located at 2750 Premiere Parkway, Suite 100, Duluth, Georgia 30097, or via telephonetelephone at (678) 775-6900.

Changing or revoking proxy

If you are a shareholder of record, you can change your vote or revoke your proxy any time before the Annual Meeting by:

Attendance at the Annual Meeting will not in and of itself constitute a revocation of a proxy.

If your shares are held in street name, you must follow the specific directions provided to you by your bank or broker to change or revoke any instructions you have already provided to your bank or broker.

Method of counting votes

Votes are counted by an inspector of election designated by our Board of Directors.

Financial responsibility for soliciting proxies

We will pay for the cost of preparing, assembling, printing and mailing the proxy materials to our shareholders, as well as the cost of soliciting proxies relating to the meeting. In addition, we will reimburse banks and brokers for their reasonable charges and expenses in forwarding proxies and proxy materials to the beneficial owners of the shares held in street name. Our officers, directors and employees may, without additional compensation, supplement these solicitations of proxies by telephone, email and personal solicitation.

Quorum requirement for Annual Meeting

To conduct the Annual Meeting, two-thirds of the outstanding shares of the Company's common stock entitled to vote must be present in person or by proxy at the Annual Meeting. This is referred to as a "quorum." If you vote, your shares will be considered present at the Annual Meeting for purposes of determining whether a quorum exists. Abstentions and broker non-votes will be counted as shares present at the Annual Meeting in determining the presence or absence of a quorum. On the Record Date, there were 7,035,8437,001,020 shares outstanding and approximately 804765 shareholders of record. Two-thirds of the Company's outstanding shares of common stock, or 4,690,5624,667,346 shares, will constitute a quorum.

Broker non-votes

Broker non-votes occur when holders of record, such as banks and brokers holding shares on behalf of beneficial owners, do not receive voting instructions from the beneficial owners by the date specified in the statement requesting voting instructions that has been provided by the bank or broker. If that happens, the bank or broker may vote those shares only on matters as permitted by NYSE American's rules and regulations. NYSE American prohibits banks and brokers from voting uninstructed shares in the election of directors and in matters related to executive compensation; accordingly, banks and brokers cannot vote with respect to Proposal Nos. 1 and 2 unless they receive voting instructions from the beneficial owners. However, banks and brokers may vote on Proposal No. 3 without receiving specific instructions from the beneficial owner. Broker non-votes will not affect the outcome of Proposal No. 2 being voted on at the Annual Meeting, assuming that a quorum is obtained.

Vote required to approve each proposal

Availability of the Company's proxy materials on the internet

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on February 10, 2022: The Delta Apparel, Inc. Notice of Annual Meeting of Shareholders and Proxy Statement and the Delta Apparel, Inc. Fiscal Year 2021 Annual Report are available at

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on February 20, 2024: The Delta Apparel, Inc. Notice of Annual Meeting of Shareholders and Proxy Statement and the Delta Apparel, Inc. Fiscal Year 2023 Annual Report are available at www.proxyvote.com.

We have also made available on our website at www.deltaapparelinc.com a copy of our fiscal year 2021the Annual Report and Notice of Annual Meeting and Proxy Statement, as filed with the Securities and Exchange Commission ("SEC").

Obtaining a paper copy of the proxy materials

If you received a notice regarding the internet availability of the proxy materials, you will find instructions about how to obtain a paper copy of the proxy materials in your notice. We will furnish, on written request and without charge, a printed copy of the proxy materials to each person whose proxy is solicited and to each person representing that, as of the Record Date, he, she, or it was a beneficial owner of shares entitled to be voted at the meeting. Such written request should be directed to Lauren Satterfield, Corporate Secretary,Justin M. Grow, Executive Vice President & Chief Administrative Officer, at the Company's principal executive offices located at 2750 Premiere Parkway, Suite 100, Duluth, Georgia 30097. We will mail a paper copy of the proxy materials to all shareholders to whom we do not send a notice regarding the internet availability of the proxy materials.

Voting results of the Annual Meeting

We will announce the preliminary voting results at the Annual Meeting and will publish final results in a current reportCurrent Report on Form 8-K filed with the SEC on or before February 16, 2022.26, 2024. This Form 8-K will be available without charge to shareholders upon written request to Lauren Satterfield, Corporate Secretary,Justin M. Grow, Executive Vice President & Chief Administrative Officer, Delta Apparel, Inc., 2750 Premiere Parkway, Suite 100, Duluth, Georgia 30097, or via the internet at www.deltaapparelinc.com.

References to our website address throughout this proxy statement and the accompanying materials are for informational purposes only, or to fulfill specific disclosure requirements of the SEC’s rules. These references are not intended to, and do not, incorporate the contents of our website by reference into this proxy statement or the accompanying materials.

Deadline for consideration of shareholder proposals or director nominations for our next annual meeting of shareholders following the Annual Meeting

Applicable SEC rules and regulations govern the submission of shareholder proposals and the Company's consideration of them for inclusion in next year's proxy statement.  If you are a shareholder and you want to present a proposal at our next annual meeting and have it included in the Company's proxy statement for that meeting, you must submit the proposal in writing at the Company's principal executive offices at 2750 Premiere Parkway, Suite 100, Duluth, Georgia 30097, Attention: Corporate Secretary, on or before August 18, 2022.September 11, 2024. If you want to present a proposal at the Company's next annual meeting (but not have the proposal included in the Company's proxy statement) or to nominate a person for election as a director, you must comply with the advance written notice and other requirements set forth in our Bylaws, including delivering the proposal or nomination to the Company's Corporate Secretary no later than October 12, 2022,23, 2024, which is 120 days prior to the first anniversary of the prior year annual meeting.Annual Meeting. A shareholder or group of shareholders who intend to solicit proxies in support of nominees other than our nominees must provide proper written notice that sets forth all information required by Rule 14a-19 under the Exchange Act to our Corporate Secretary no later than December 22, 2024.  The notice requirement under Rule 14a-19 is in addition to the applicable advance notice requirements under our Bylaws.   

PROPOSAL NO. 1Proposal No. 1:  Election of Directors

ELECTION OF DIRECTORS

Each of our director nominees brings extensive management and leadership experience gained through his or her service to diverse businesses and institutions. Our directors are committed to effectively overseeing management’s performance, to act in the long-term best interests of shareholders and to maintain a high standard of corporate governance.

Our Bylaws provide that the number of directors to be elected at any meeting of shareholders will be between two and fifteen and will otherwise be determined by our Board of Directors. Our Board of Directors has determined that sevennine directors shall be nominated for election at the Annual Meeting.

The sevennine individuals listed below are nominees for election as directors at the Annual Meeting to serve until our next annual meeting of shareholders, until their successors are duly elected and qualified, or until their earlier resignation. Included in each nominee's biography below is a description of the qualifications, experience, attributes and skills of such nominee that led our Board to conclude that he or she is well-qualified to serve as a member of our Board. EachWith the exception of Dr. Bill C. Hardgrave and Timothy E. Brog, who were appointed to our Board on April 26, 2023 and December 14, 2023, respectively, each of the nominees was elected by the shareholders at our most recent annual meeting of shareholders.

Our Board has affirmatively determined that with the exception of Robert W. Humphreys, our Chairman and Chief Executive Officer, each of the nominees qualifies as "independent" under NYSE American corporate governance listing standards and also meets the Company's director qualification standards, which are described in the "Corporate Governance” section of this Proxy Statement. We believe that all of the nominees will be available and able to serve as directors.

Unless you vote “Withhold”“AGAINST” or "ABSTAIN" with respect to a particular nominee or all nominees, the proxy holders will vote your shares “FOR” each of the nominees listed below. In the event that any nominee is not available or able to serve, our Board may either reduce the number of directors to be elected or select a substitute nominee. If a substitute nominee is selected, the proxy holders will vote your shares for the substitute nominee, unless you have withheld authority.nominee.

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH OF THE SEVENNINE NOMINEES.

Current Directors and Director Nominees:

PROPOSAL NO. 2PROPOSAL NO. 2:  Advisory Vote on Executive Compensation

ADVISORY VOTE ON EXECUTIVE COMPENSATION

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act") requires each publicly-traded company to hold a shareholder advisory vote on the executive compensation of its named executive officers, otherwise known as a "Say-on-Pay" vote, at least once every three years. OurAt our 2023 annual meeting of shareholders (the "2023 Annual Meeting"), our shareholders once again indicated a preference that the advisory vote on the compensation of our named executive officers occur on an annual basis.  Subsequently, our Board determined to continue its policy for annual "Say-on-Pay" advisory votes.  In accordance with Section 14A of the Exchange Act, our shareholders are being asked to vote on the following advisory resolution:

Resolved, that the shareholders advise that they approve the compensation paid to the Company's named executive officers as disclosed pursuant to the compensation disclosure requirements of the U.S. Securities and Exchange Commission, including the Executive Compensation section, compensation tables and related narrative discussion provided in this Proxy Statement.

Our Board's Compensation Committee is committedPrior to designingthe 2023 Annual Meeting, our executive officer compensation programs were approved by our shareholders every year from 2011 through 2022 by an executive compensation program that enables usaverage of approximately 98% of the shares represented at each applicable annual meeting (excluding abstentions and broker non-votes).  However, just 39.5% of the shares represented at our most recent annual meeting of shareholders were cast in favor of our programs. To gain a better understanding of any specific shareholder concerns regarding our programs, we reached out to attract, retain,our largest shareholders who represented 4,172,453 of our outstanding shares (measured as of June 30, 2023) and motivateapproximately 66% of our public float.  We ultimately spoke with 12 of our 20 largest shareholders representing 3,409,624 of our outstanding shares (measured as of June 30, 2023) and diverse executives. Each year,approximately 54% of our public float.  At least one member, and typically multiple members, of our Compensation Committee reviews allparticipated in each of these conversations with our shareholders. 

Among the common themes that we heard from shareholders regarding our executive compensation programs to ensure that they continue to reflectincluded preferences for: (i) incentive programs based on Company performance rather than service or tenure; (ii) “double trigger” change-in-control vesting provisions in our commitment to alignequity incentive awards; (iii) more thorough disclosure in our proxy statement regarding the objectivescash and rewards ofequity incentive programs in which our executive officers participate; and (iv) the exclusion of companies much larger than our Company from revenue, market capitalization and/or other financial perspectives from the peer group we utilized for executive compensation purposes. A detailed summary of these common themes is provided in the “Executive Compensation” section of this Proxy Statement beginning on page 23.

We have made a variety of significant adjustments and forward-looking commitments with the creation of value forrespect to our shareholders. The programs have been designed to reinforce our pay-for-performance philosophy by delivering total compensation that motivates and rewards short-term and long-term financial performance to maximize shareholder value. At the same time, we believe ourexecutive compensation programs are appropriately measuredbased on the input we received from our shareholders and do not encourage excessive risk-taking bythe results of our most recent Say-on-Pay vote, and that feedback has influenced, and will continue to influence, our executive team. Our Board believes thatcompensation decisions going forward. For example, we: (i) retained an independent compensation consultant to review our philosophyprograms and our peer group; (ii) committed to structure of all future equity awards to our executive officers to be at least 50% performance-based; (iii) committed to structure all future equity awards to contain “double-trigger” change-in-control vesting provisions and amended our equity award plan to require “double trigger” vesting for all awards granted after August 2, 2023; (iv) committed to provide more fulsome disclosure regarding our incentive compensation practicesprograms; and (v) adjusted our peer group to remove two significantly larger companies and added seven companies with financial profiles more similar to ours. A detailed summary of these adjustments and forward-looking commitments is provided and discussed throughout the Executive Compensation section of this Proxy Statement beginning on page 23.

For these reasons, the Board requests that you approve the Company's executive compensation programs, policies and practices for our named executive officers as described in this Proxy Statement, including the Executive Compensation section, compensation tables and related narrative discussions. Because your vote is advisory, it will not be binding on our Board, our Compensation Committee, or the Company, and we will not be required to take any action as a result of the outcome of the vote on this proposal. However, our Compensation Committee will, as always, carefully consider the voting results and take them into consideration when making future decisions regarding executive compensation arrangements.

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE COMPANY'S POLICIES AND PRACTICES ON EXECUTIVE COMPENSATION FOR OUR NAMED EXECUTIVE OFFICERS.

PROPOSAL NO. 3PROPOSAL NO. 3:  

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMRatification of the Appointment of Independent Registered Public Accounting Firm

Each year our Audit Committee evaluates and considers the qualifications, independence, compensation and performance of our independent registered public accounting firm. In evaluating our independent registered public accounting firm's qualifications and performance, our Audit Committee considers the firm's independence, integrity, and controls and procedures as well as its expertise specific to the Company's business and the regions in which the Company operates. Our Audit Committee also considers the quality of our independent registered public accounting firm's work and communications, the effectiveness of its personnel assigned to the Company's engagement, the appropriateness of its fees, the length of its engagement with the Company and the content of reports issued by the Public Company Accounting Oversight Board regarding the firm. In evaluating our independent registered public accounting firm and considering whether to retain it, our Audit Committee also considers the potential impacts of changing independent registered public accounting firms.

Our Audit Committee is responsible for appointing, determining compensation for, and overseeing the work of our independent registered accounting firm. In addition, our Audit Committee is required to pre-approve all audit and non-audit services and fees charged by our independent registered accounting firm.

In addition to all required communications between our Audit Committee and independent registered public accounting firm, our Audit Committee and independent registered public accounting firm periodically communicate regarding the Company's testing and evaluation of its internal controls, risk management efforts, accounting system and related information technology matters, subsidiaries, and tax and legal matters.

Based on its evaluation, the Audit Committee has appointed Ernst & Young LLP ("EY") to serve as our independent registered public accounting firm for our 2022 2024 fiscal year.  EY has audited our financial statements forsince our 2016 fiscal years 2018, 2019, 2020, and 2021.year.

Although our Bylaws do not require that shareholders ratify the appointment of our independent registered public accounting firm, our Board believes that submitting the appointment of the independent registered public accounting firm for shareholder ratification at the Annual Meeting is appropriate from a corporate governance perspective. In the event that our shareholders do not ratify the appointment of EY, our Audit Committee will reconsider the appointment (but is not required to appoint a different independent registered public accounting firm). Even if the appointment is ratified, our Audit Committee, in its discretion, may appoint a different independent registered public accounting firm at any time during the fiscal year if our Audit Committee believes that such a change would be in the Company’s best interests and the best interests of our shareholders.

Representatives of EY are expected to be present at the Annual Meeting and such representatives will have the opportunity to make a statement if they desire to do so and will also be available to respond to appropriate questions from shareholders.

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF EY AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR OUR 20222024 FISCAL YEAR.

Independent Registered Public Accounting Firm Fees

Fiscal Years 20212023 & 20202022

(Amounts in thousands)

"“Audit Fees"Fees” consist of fees billed for professional services rendered for the audits of our fiscal year 20212023 and fiscal year 20202022 consolidated annual financial statements, audits of internal control over financial reporting for our fiscal year 20212023 and fiscal year 2020,2022, 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"filings, including issuance of consents. “Audit-Related Fees” consist of fees billed for professionalassurance and related services renderedby the principal accountant that are reasonably related to provide consent for incorporation by referencethe performance of the audit reports in certain registrationsor review of the registrant’s financial statements filed with the SEC.that are not reported under “Audit Fees.” We did not incur any Audit-Related Fees in fiscal years 2023 or 2022 nor any fees for tax or other services performed by EY in fiscal years 2021 or 2020.2023 and 2022. “All Other Fees” relate to professional advisory services performed by EY.

Audit Committee Pre-Approval Policies and Procedures

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 20212023 were pre-approved by our Audit Committee. The committee has authorized our Chief Financial Officerprincipal 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.

REPORT OF THE AUDIT COMMITTEEReport of the Audit Committee

Our Audit Committee assists our Board in its oversight of the integrity of the Company’s financial statements,statements; compliance with legal and regulatory requirements,requirements; the appointment, qualifications, independence, compensation and performance of the independent registered public accounting firm,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 Anita D. Britt and J. Bradley Campbell qualifieseach qualify 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 hereby reports as follows:

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 October 2, 2021,September 30, 2023, be included in the Company's Annual Report on Form 10-K.

AUDIT COMMITTEE:

Anita D. Britt

Timothy E. Brog

J. Bradley Campbell

Glenda E. Hood (Chair)

Sonya E. Medina

David G. Whalen



CORPORATE GOVERNANCECorporate Governance

Overview

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.

Director Independence

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.

Code of Ethics and Business Conduct

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 and our Chief Financial Officer (who is also our(or principal accountingfinancial 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 (or principal financial officer), Chief Accounting Officer, 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 Officerprincipal financial officer, or any director, senior financial officer or other executive officer during our fiscal year 2021.2023.

Board Leadership Structure

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 2021,2023, 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.

Lead Independent Director

A. Alexander Taylor, II has served as our Lead Independent Director since February 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.

Board Committees

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, Corporate Secretary,Justin M. Grow, Executive Vice President & Chief Administrative Officer, at 2750 Premiere Parkway, Suite 100, Duluth, Georgia 30097.

The following table details the membership of each of our Board committees during our 20212023 fiscal year, as well as the expected committee membership in our 20222024 fiscal year.

Board Committee Composition

Fiscal Years 20212023 & 20222024

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”).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,In addition, our Board has determined that Mr.Anita D. Britt and J. Bradley Campbell qualifieseach qualify as an "auditaudit committee financial expert"expert as defined inby SEC rules and 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.

The Board’sBoard’s Role in Risk Oversight

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:

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

Board Meetings, Attendance & Executive Sessions

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 2021.2023. During fiscal year 2021,2023, our Board held five in-person meetings and threefour telephonic meetings. Ourmeetings, our Audit Committee held 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 twothree in-person meetings.meetings and one telephonic meeting. All of our currentthen-serving directors attended the 2021our most recent 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.

Retention of Independent Advisors

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.

Succession Planning

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.

Declassified Board

Our Board of Directors is not classified and is elected annually.

Director Nominations

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 2021,2023, 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, Corporate Secretary,Justin M. Grow, Executive Vice President & Chief Administrative Officer, Delta Apparel, Inc., 2750 Premiere Parkway, Suite 100, Duluth, Georgia 30097, or by email to lauren.satterfield@deltaapparel.com.justin.grow@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 shareholder or group of shareholders who intend to solicit proxies in support of nominees other than our nominees must provide proper written notice that sets forth all information required by Rule 14a-19 under the Exchange Act to our Corporate Secretary no later than December 22, 2024.  The notice requirement under Rule 14a-19 is in addition to the applicable advance notice requirements under our Bylaws. A copy of our Bylaws may be obtained by submitting a written request to the 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;election, (ii) have experience in a position with a high degree of responsibility in a business or other organization;organization, (iii) be able to read and understand basic financial statements;statements, (iv) possess integrity and have high moral character;character, (v) be willing to apply sound, independent business judgment;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, and/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.

Board Self-Evaluation

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.

Communication with Directors

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, Corporate Secretary,Justin M. Grow, Executive Vice President & Chief Administrative Officer, Delta Apparel, Inc., 2750 Premiere Parkway, Suite 100, Duluth, Georgia 30097, or by email to lauren.satterfield@deltaapparel.com.justin.grow@deltaapparel.com. All such communication will be reviewed by our 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 communications will be promptly forwarded to the applicable member(s) of our Board or to the collective Board, as requested in the 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."

Related Party Transactions

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.American. 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.

Clawback Policy

On November 14, 2023, our Compensation Committee adopted the Delta Apparel, Inc. Clawback Policy, which provides for the recoupment of certain incentive compensation in the event that the Company is required to prepare an accounting restatement resulting from material noncompliance with financial reporting requirements under the federal securities laws or as otherwise provided under the policy.  This policy is designed to comply with Section 10D of the Exchange Act, Rule 10D-1 adopted thereunder, and applicable exchange listing standards.  As such, the policy will be interpreted and enforced in accordance with Rule 10D-1 of the Exchange Act and NYSE American listing standards. 

Insider Trading and Hedging Policy

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.

Director and Executive Officer Stock Ownership and Retention Guidelines

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.

Executive Officer Stock Ownership Guidelines

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 October 2, 2021,September 30, 2023, these ownership requirements were satisfied by the applicable covered executives.executive.

Director Resignation Policy

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.

Service on Outside Boards

In September 2022, our Corporate Governance Committee amended our Director Nomination Policy to (i) limit the total number of public company boards on which the Company's directors can serve to no more than three, and (ii) give all incumbent directors until September 2024 to comply with this new requirement. As of December 14, 2021,January 2, 2024, none of the Company's directors served on more than one other public company board of directors with the exceptionexceptions of Ms. Britt, who serves on two additionalthree other public company boards, and Ms. Medina, who serves on two other public company boards. The Company's Director Nomination Policy is available without charge on the "Corporate Governance" tab of the "Investors" page of our website located at www.deltaapparelinc.com.

ENVIRONMENTAL, SOCIAL, AND GOVERNANCEEnvironmental, Social, and Governance

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 20212023, 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.SEC. The indicators in theour 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 SASBour disclosures under the standards issued by the SASB for the Apparel, Accessories, and Footwear industry and theour response or location of that disclosure within the Annual Report on Form 10-K for fiscal year 20212023 under Part I, Item 1. Business:

STOCK OWNERSHIP OF MANAGEMENTStock Ownership of Management and Principal Shareholders

AND PRINCIPAL SHAREHOLDERS

Management and Directors

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 14, 2021,the Record Date, January 2, 2024, by (i) our current directors, (ii) theour named 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.

Stock Ownership of Management and Directors

As of December 14, 2021January 2, 2024

Principal Shareholders

The following table sets forth the number of shares of our common stock we believe to be beneficially owned as of December 14, 2021,January 2, 2024, by each individual, entity or entity,group, excluding the named 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.

Stock Ownership of Principal Shareholders

As of December 14, 2021January 2, 2024

Delinquent Section 16(a) Reports

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 2021 except that due to an inadvertent administrative error, 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 along with Ms. Satterfield's Form 3.

EXECUTIVE OFFICERSExecutive Officers

Our current executive officers are listed below. Excluding Ms. Satterfield and Ms. Walsh,Chang, 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 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 November 30, 2021, Deborah H. Merrill voluntarily resigned from her position as Chief Financial Officer of the Company effective as of December 15, 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. Miller, and Mr. Encalada Arjona and Ms. Walsh is 2750 Premiere Parkway, Suite 100, Duluth, Georgia 30097. Mr. Grow's, Ms. Satterfield'sBubanich's and Ms. Chang's primary business address is 322 S. Main Street,201 West McBee Avenue, Suite 320, Greenville, South Carolina 29601, and Mr. Stillwell's primary business address is 1147 Sixth Avenue, Columbus, Georgia 31901.

EXECUTIVE COMPENSATIONExecutive Compensation

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 October 2, 2021,September 30, 2023, 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 20212023 fiscal year.

Executive SummaryMost Recent “Say-on-Pay” Vote

The compensation of our named executive officers has been submitted to our shareholders at our annual meeting for an advisory "Say-on-Pay" vote every year since 2011 when such votes were initially required of public companies. Prior to the 2023 Annual Meeting, the compensation of our named executive officers was approved by our shareholders every year from 2011 through 2022, with an average of approximately 98% of the shares represented at each such annual meeting (excluding abstentions and broker non-votes) voting in favor of our executive compensation programs.  For the most recent three of those years, the compensation of our named executive officers was approved by our shareholders with an average of over 99% of the shares represented at each such annual meeting (excluding abstentions and broker non-votes) voting in favor of our executive compensation programs.  Our executive compensation programs have remained consistent with our programs in the years that received the above-referenced overwhelming shareholder support of over 99%. However, the results of  the advisory "Say-on-Pay" vote at the 2023 Annual Meeting were markedly different, with just 39.5% of the shares represented at the meeting cast in favor.

Outreach To Our Shareholders

We took immediate and deliberate action in response to the results of our most recent “Say-on-Pay” vote, including initiating an extensive communication outreach campaign to our largest shareholders who represented 4,172,453 of our outstanding shares (measured as of June 30, 2023) and approximately 66% of our public float.  The outreach campaign was designed to gain a better understanding of any specific concerns regarding our executive compensation programs. We ultimately spoke with 12 of our 20 largest shareholders representing 3,409,624 of our outstanding shares (measured as of June 30, 2023) and approximately 54% of our public float.  At least one member, and typically multiple members, of our Compensation Committee participated in each of these conversations with our shareholders. 

What We Heard From Our Shareholders

Below is a summary of the common themes regarding our executive compensation programs that we heard from shareholders pursuant to the above-referenced outreach campaign:

Responding to Our Shareholders

We greatly appreciate the above-referenced input we received from our shareholders and we have made a variety of significant adjustments and forward-looking commitments with respect to our executive compensation programs and policies based on that input.  It is important to note that the compensation of our named executive officers during our most recent fiscal year ended September 30, 2023, generally remained consistent with that presented in our proxy statement for the 2023 Annual Meeting due to the decisions establishing such compensation occurring approximately five months prior to that meeting and its “Say-on-Pay” vote. Nonetheless, the results of that vote and the input we received from our shareholders have influenced all of the executive compensation decisions made since our annual meeting of shareholders and will continue to do so going forward. A summary of the adjustments and forward-looking commitments we have made regarding our executive compensation programs and policies are highlighted below and discussed throughout the Executive Compensation section.

We believe that the actions we have taken and the commitments we have made in response to our most recent Say-on-Pay vote address the common themes expressed by our shareholders regarding our executive compensation programs. 

The discussion below is intended to assist you in understanding the information provided in this Executive 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, encourage profitable growth for our business, and are properly aligned with the interests of our shareholders.

Business Overview

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®, Soffe®, and Delta. We are a market leader in the on demand,on-demand, digital print and fulfillment industry, bringing DTG2Go's proprietary technology and innovation to theour customers' supply chain of our customers.chains. 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 digital platform. Our products are also made available direct-to-consumer on our ecommerce sites and in our branded retail stores. Our diversified distribution allows us to capitalize on our strengths to provide ourin providing activewear and 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. More than 90% of the apparel units we sell areis 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,Honduras, 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 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 reviewing our executive compensation programs and policies. Our executive compensation programs and policies during fiscal year 2021 generally remained consistent with those presented in our proxy statement for our February 11, 2021, annual meeting of 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. 

Key Features of Our Executive Compensation Programs

Below are some of the key features of our executive compensation programs.

What We Do:

What We Don't Do:

The principal elements of our named executive officer compensation program are base salary, performance-based annual cash incentives, service-basedperformance-based and performance-basedservice-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. ItOne of the key components of our approach to executive compensation is important to usensuring that a significant portion of the compensation of our named executive officers beis directly linked to Company performance and,performance. Consistent with that goal in mind,approach, our Compensation Committee believes that a significant portion of our named executive officer incentive compensation mustshould be "at risk", or not guaranteed, and directly tied to the financial success of the Company.

Consistent withPrimary Performance Metrics Utilized in Our Executive Compensation Programs

For our approach in prior years,most recently completed fiscal year ended September 30, 2023, we placed primary emphasis on earnings before interestprimarily emphasized two financial metrics, EBIT and taxes, or "EBIT", and return on capital employed, or "ROCE",ROCE, in evaluating and monitoring Company performance relative to the compensation of our executivesexecutives. We also utilized year-over-year sales growth (or decline) as a secondary performance metric within our cash incentive programs.  Our collective focus on EBIT and ROCE performance strikes what we believe is a proper balance between generating financial earnings and efficiently allocating our capital while also providing meaningful insight into the performance of the Company as a whole. In addition, we believe these metrics are easily understood by our plan participants and shareholders and facilitate a valuable evaluation of executive compensation in fiscal year 2021. relation to the Company's performance. 

We define EBIT as our revenue less expenses, excluding interest and taxes. ROCEWe continue to believe that our use of EBIT as the primary performance metric within the cash incentive programs offered to our executive officers is definedappropriate, as this metric is useful for evaluating how effectively the Company generates operating profits for the benefit of our shareholders and is both well established and generally understood by our shareholders and plan participants.

We define ROCE 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 taxes. We continue to believe that these metrics strikeour use of ROCE as the sole performance metric within the equity incentive programs offered to our executive officers is appropriate given it focuses our team on ensuring a proper balance between generating financial profits and efficiently allocating ourstrategic allocation of capital and that these metrics are also understandable tothroughout the applicable stakeholders.

The discussion below is intendedperformance period to assist you in understanding the information provided in this Executive 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 growthgenerate sufficient profitability for our business.shareholders.

Performance and Pay Implications

We continue to believe that the compensation programs offered to our named executive officers align with our performance-based compensation philosophy and thathave been enhanced by the above-referenced adjustments we made in response to our most recent Say-on-Pay vote and subsequent discussions with our shareholders.  Our emphasis on performance-based compensation is reflected in the compensation paid to our named executive officers.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 plansplan tied to our consolidated EBIT performance withfor fiscal year 2023, our named executive officers receiving more thandid not receive any of the target amount of cash incentive compensation for which they were eligible forbecause our consolidated EBIT was below the applicable minimum threshold established by our Compensation Committee. By way of contrast, in fiscal years 20182021 and 2019 because our EBIT was above applicable target levels. In some2022, both of which were years however,of record profitability for the Company, our named executive officers have received lessmore than or none of thetheir target amount of cash incentive compensation because our consolidated EBIT in each of those years was belowwell above the applicable minimum or target levels. In fiscal year 2020 due to the unusual challenges presented as a result of the COVID-19 pandemic,EBIT performance thresholds established by our Compensation Committee reviewed additional measurements of Company performance in order to determine adjusted payout calculations for our NEOs.earn target compensation.

For

The same pay-for-performance dynamic is evident in our equity awards based on ROCE. The Company failed to satisfy the applicable minimum average ROCE calculationsthreshold established by our Compensation Committee for bothour fiscal years 2022 and 2023 and our eligible named executive officers did not earn any performance-based equity incentive compensation as a result. By way of contrast, the Company achieved average ROCE for fiscal years 2020 and 2021 granted tothat was above the applicable target average ROCE threshold established by our NEOs, the Compensation Committee using the criteria discussed infor such years and 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 oureligible named executive officers can be found within the Summary Compensation table located within this Proxy Statement.earned performance-based equity incentive compensation commensurate with such achievement.   

Compensation Philosophy and Objectives

Our approachWe continue to place primary emphasis on the following objectives in designing and administering our executive compensation continues to be defined by the following primary objectives:programs:

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 executivesMs. Bubanich and Messrs. Encalada Arjona, Grow, Humphreys, Miller and Stillwell were eligible in fiscal year 20212023 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 awards for which Ms. Merrill and Messrs. Stillwell and Encalada Arjona were eligible to vest based on fiscal years 2020 and 2021 performance were contingent upon what we believe to be properly balanced ROCE goals includingCompany did not meet the adjusted ROCE calculationoverall minimum EBIT goal for fiscal year 2020 discussed above.2023 that the Compensation Committee established for the Company, nor did the Company’s Activewear or DTG2Go businesses meet the minimum EBIT goals for fiscal year 2023 that the Compensation Committee established for those businesses.  As such, none of our named executive officers received any of the cash compensation for which they were eligible under the plan applicable to the Company as a whole, Messrs. Encalada Arjona and Miller did not receive any of the cash incentive compensation for which they were eligible under the plan specific to the Company’s Activewear business, and Mr. Miller did not receive any of the cash incentive compensation for which he was eligible under the plan specific to the Company’s DTG2Go business. The Company’s Salt Life business achieved EBIT near the target established for that business by the Compensation Committee for fiscal year 2023 and, as such, Mr. Stillwell received cash incentive compensation under that plan commensurate with such EBIT performance.

For several years now,The structure of the equity incentives awardedawards provided to our executives have consistedexecutive officers further illustrates the alignment 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. Allinterests between our shareholders and executive officers.  Approximately one-half of the equity incentive awards for which Mr. Humphreys wasthat were eligible to vest in fiscal year 2020 was2023 for Ms. Bubanich and Messrs. Encalada Arjona and Stillwell were based on the Company's performance during fiscal years 2022 and 2023 with respect to the adjusted ROCE, measure discussed above. For fiscal year 2021, alland approximately one-half of the equity incentive awards that were eligible to vest in fiscal year 2023 for which Mr. Humphreys was eligible consistedMessrs. Grow and Miller were based on the Company's performance in fiscal year 2023 with respect to ROCE. As a result of service-based restricted stock units.the Company's failure to achieve the minimum required ROCE levels, none of such performance units awarded to these executive officers vested.  

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 significantmeaningful 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. Additionally, to maintain a culture that emphasizes accountability and integrity and discourages conduct detrimental to the Company and its shareholders, our Compensation Committee recently implemented a clawback policy that provides for the recoupment of certain incentive compensation from our executives in the event that the Company is required to prepare an accounting restatement resulting from material noncompliance with financial reporting requirements under the federal securities laws or as otherwise provided under the policy. This clawback policy was filed as an exhibit to our Annual Report on Form 10-K for our 2023 fiscal year.  We continue to believe that these restrictions,the foregoing insider trading and clawback requirements, coupled with our stock ownership guidelines and the structure of our incentive compensation programs, substantially align executive and shareholder interests.

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 mustshould be "at risk" based on objective and predetermined financial performance criteria. The compensation for which our named executive officers were eligible in fiscal year 20212023 is indicative of our strong commitment to this pay-for-performance philosophy.

Approximately 45%47% of the aggregate target cash compensation for which Mr. Humphreys was eligible in the 20212023 fiscal year was entirely at risk and contingent on the Company's financial performance. Approximately 41%21%, 33%49%, and 24%29% of the aggregate target cash compensation for which Ms. Merrill, Mr. Stillwell,Encalada Arjona, Mr. Miller and Mr. Encalada ArjonaStillwell were, respectively, eligible in the 20212023 fiscal year was entirely at risk and contingent on the Company's financial performance. Moreover, as explained in more detail in the section below titled “Annual Cash Incentive Compensation (AIC)”, due to Ms. Bubanich's appointment as the Company’s principal accounting officer and principal financial officer and Mr. Grow’s hiring as the Company’s Executive Vice President and Chief Administrative Officer in fiscal year 2023, each were entitled to minimum cash incentive compensation in fiscal year 2023 assuming service criteria were satisfied.  However, despite satisfying the applicable service criteria, both Ms. Bubanich and Mr. Grow voluntarily declined to accept such cash incentive compensation due to the Company’s performance being below minimum expectations in fiscal year 2023. In addition,essence, both Ms. Bubanich and Mr. Grow voluntarily linked their respective cash incentive compensation opportunities to the financial performance of the Company in fiscal year 2023.  For fiscal year 2024, the cash incentive compensation opportunities for all of our executive officers will be at risk and contingent on the Company's financial performance.

With respect to the equity compensation opportunities for which our executive officers were eligible in fiscal year 2023, one-half of the equity compensation opportunities infor which Ms. Merrill, Mr. Stillwell,Bubanich and Mr.Messrs. Encalada Arjona, Grow, Miller and Stillwell were eligible to vest basedwere entirely at risk and contingent on fiscal year 2020the Company's financial performance. Similarly, one-half of the equity compensation opportunities for which Ms. Bubanich and 2021 performance wasMessrs. Encalada Arjona, Grow, Miller, and Stillwell were recently granted on October 1, 2023, are entirely at risk and contingent on the Company's financial performance with the exception of theduring fiscal year 2020 additional measures of Company performance evaluated by the Compensation Committeeyears 2024 and discussed in detail in the proxy statement for our February 11, 2021, annual meeting of shareholders.2025.

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. We also utilize the peer group of 14 companies listed below under “Compensation Decision Roles,” all of which are similar in terms of revenue and market capitalization, to establish and evaluate our executive compensation programs. 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:

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.

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.Board of Directors. The independent members of our Board also review and approve the compensation for our Chief Executive Officer. Our corporate human resources department,function, in consultation with our Chief Executive Officer, has traditionally provided our Compensation Committee with the recommended amounts for each element of compensation for our named executive officers other than the Chief Executive Officer, 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.

Our Compensation Committee is empowered to engage outside advisors to provide additional information and analysis. During our fiscal year 2021,2023, our Compensation Committee engaged independent compensation advisorconsultant FW Cook to review our peer group of companies and to conduct a market review of the compensation levels for the positions occupied by certain of our named executive officers.  Based on FW Cook’s analysis and recommendations, our Compensation Committee removed two companies from our peer group that are significantly larger than our Company from revenue and market capitalization standpoints and added seven companies in apparel and related industries to our peer group that are more similar in those respects.  Our revised peer group, which FW Cook utilized to conduct the following peer group of nine companiesabove-referenced market compensation review is as follows (companies in analyzingbold are the compensation of the Company's named executive officers in fiscal year 2021:above-referenced new additions):                               

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 and among the peer group of 14 companies listed above under “Compensation Decision Roles”, 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.

Mr. Humphreys', Ms. Merrill's, and Mr. Stillwell's base salaries were not increased during our 2021 fiscal year. Mr. Encalada Arjona's base salary was increased from $250,000 to $300,000 during our 2021 fiscal year. Mr. Humphreys' employment agreement with the Company provides that he will receive a base annual salary of at least $780,000,$850,000, subject to upward adjustment at the discretion of our independent directors. Beginning January 1, 2022,Ms. Bubanich's, Mr. Humphreys' salary will be increased to $850,000. Each of Ms. Merrill's (prior to her resignation)Grow's, Mr. Miller's and Mr. Stillwell's employment agreements with the Company provide that theyeach will receive a base annual salary of at least $500,000$260,000, $375,000, $450,000 and $315,000, respectively, with each subject to upward adjustment. Mr. Encalada Arjona, who 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, 2021, Ms. Walsh entered into an employment agreement with the Company, effective December 15, 2021 which provides that she will receivereceived a base annual salary of at least $400,000 subject to upward adjustment. 

$300,000 for fiscal year 2023.  Base salaries for each of our named executive officers as of our 20212023 fiscal year ended October 2, 2021,September 30, 2023, were as follows:

Named Executive Officer Base Salaries

Fiscal Year Ended October 2, 2021September 30, 2023