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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
    
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
    
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Filed by a Party other than the Registrant  o
Check the appropriate box:
o  Preliminary Proxy Statement
o  Confidential, for Use of Commission Only (as permitted by Rule 14a-6(e)(2))
x  Definitive Proxy Statement
 
o  Definitive Additional Materials
 
o  Soliciting Material Pursuant to Rule 14a-12
 
Delta Apparel, Inc.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    
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x No fee required.
 
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Delta Apparel, Inc.

Fiscal Year 2014 Annual Meeting of Shareholders




February 1, 2018




Notice of Fiscal Year 2014 Annual Meeting of Shareholders
and Proxy Statement

February 4, 20151, 2018
8:30 AM Eastern Time

Delta Apparel, Inc.
2750 Premiere Parkway - Suite 100
Duluth, GA 30097


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Delta Apparel, Inc.
322 S. Main Street
Greenville, South Carolina 29601
Telephone (864) 232-5200



December 19, 201418, 2017



To Our Shareholders:

Thank you for your investment in Delta Apparel. On behalf of theour Board of Directors, Delta Apparel, Inc. invitesit is my pleasure to invite you to attend our fiscal year 2014upcoming 2018 annual meeting of shareholders (the "Annual Meeting") on Wednesday,Thursday, February 4, 2015.1, 2018. The Annual Meeting will be held at our offices located at 2750 Premiere Parkway, Suite 100, Duluth, Georgia 30097, and will begin at 8:30 a.m., local 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 12, 2014,11, 2017, you are entitled to vote on these matters. Your vote is very important.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 Inc.and look forward to seeing you at the Annual Meeting.
Sincerely,
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Robert W. Humphreys
Chairman and Chief Executive Officer
















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Delta Apparel, Inc.
322 S. Main Street
Greenville, South Carolina 29601
Telephone (864) 232-5200





Notice of Annual Meeting of Shareholders
February 4, 2015,1, 2018, 8:30 AM ET

It is my pleasure to invite you to attend the fiscal year 2014 annual meeting of the shareholders of Delta Apparel, Inc. (the "Company") on Wednesday,Thursday, February 4, 2015 ,1, 2018, at 8:30 a.m. local time (the "Annual Meeting"). The Annual Meeting will be held at our offices located at 2750 Premiere Parkway, Suite 100, Duluth, Georgia 30097. At the Annual Meeting, shareholders will vote on the following matters, which are further described in the attached proxy statement (the "Proxy Statement"):
1.Election of the seven nominees named in the Proxy StatementTo elect eight members to the Company's Board of Directors to serve until the Company's next annual meeting of shareholders or until their successors are duly elected and qualified;
2.AdvisoryTo hold an advisory vote onto approve the compensation of the Company's named executive officers;
3.Re-Approval of the Delta Apparel, Inc. 2010 Stock Plan for purposes of complying with Section 162(m) of the Internal Revenue Code of 1986;
4.Ratification ofTo ratify the appointment of KPMGErnst & Young LLP to serve as the Company's independent registered public accounting firm for the 2015 fiscal year;year ending September 29, 2018; and
5.4.Action uponTo transact such other matters, if any,business as may properly come before the meeting.Annual Meeting or any adjournments thereof.
AllOnly shareholders whose names appear of record on our books as of the close of business on December 11, 2017, are entitled to notice of and to vote at the Annual Meeting or any adjournments thereof.
You are cordially invited to attend the Annual Meeting. ShareholdersMeeting 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 record as of December 12, 2014,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 voterevoke your proxy at the meeting.any time before it is exercised.
By Order of the Board of Directors,
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Justin M. Grow
Corporate Secretary
December 19, 201418, 2017
Greenville, South Carolina       

WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE MEETING, PLEASE EITHER VOTE VIA THE INTERNET, BY TELEPHONE, OR SIGN, DATE AND RETURN YOUR PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.
* * * * * *
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be Held on February 4, 2015:1, 2018: The Delta Apparel, Inc. Proxy Statement For TheNotice of Annual Meeting of Shareholders and Proxy Statement and the Delta Apparel, Inc. 20142017 Annual Report are Availableavailable at www.deltaapparelinc.com.www.proxyvote.com.
* * * * * *



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Appointment of Ernst & Young LLP
Option Exercises and Stock Vested











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PROXY STATEMENT
ThisThe Notice of Internet Availability of Proxy Materials, this Proxy Statement, andthe accompanying proxy voting card, are being mailedand our Annual Report for our fiscal year 2017 were first made available to holders of Delta Apparel, Inc. common stock beginning on or about December 19, 2014.18, 2017. 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 20142017 Annual Report are available at no charge on our website at www.deltaapparelinc.com.

QUESTIONS AND ANSWERS ABOUTIMPORTANT INFORMATION REGARDING THE ANNUAL MEETING
What is the purposePurpose and location of the Annual Meeting and where will it be held?
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 seveneight nominees as directors, an advisory vote on the compensation of our named executive officers, the re-approval of the Delta Apparel, Inc. 2010 Stock Plan for purposes of complying with Section 162(m) of the Internal Revenue Code of 1986, ratification of the appointment of KPMGErnst & Young LLP to serve as our independent registered public accounting firm for our 20152018 fiscal year, and such other business as may be properly brought before the Annual Meeting. This Proxy Statement summarizes thecertain material information you need to know to vote atregarding the Annual Meeting. The Annual Meeting will be held on Wednesday,Thursday, February 4, 2015,1, 2018, at 8:30 a.m. local time at our offices located at 2750 Premiere Parkway, Suite 100, Duluth, Georgia 30097.
Who can attendAttendance at the Annual Meeting?Meeting
All of our shareholders are invited to attend the Annual Meeting. Only Delta Apparel, Inc. shareholders as of the close of business on Friday,Monday, December 12, 201411, 2017 (the "Record Date"), may vote at the Annual Meeting.
Who is soliciting my vote?Solicitation of proxies
Our Board of Directors (the "Board") is soliciting your proxy to vote at the Annual Meeting.
What am I voting on?Proposals to be voted on at the Annual Meeting
You are voting on fourthree proposals:
1.
The election of the following seveneight nominees to the Board of Directors to serve until the Company's next annual meeting of shareholders or until their successors are duly elected and qualified;
Nominee Director Since
James A. CochranJ. Bradley Campbell 20082015
Sam P. Cortez 2010
Dr. Elizabeth J. Gatewood 2007
Dr. G. Jay Gogue 2010
Robert W. Humphreys 1999
Suzanne B. Rudy2012
Robert E. Staton, Sr. 2009
A. Alexander Taylor, II2016
David G. Whalen2017
2.An advisory vote on the compensation of our named executive officers as disclosed in this Proxy Statement; and
3.The re-approval of the Delta Apparel, Inc. 2010 Stock Plan for purposes of complying with Section 162(m) of the Internal Revenue Code of 1986; and

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4.Ratification of the appointment of KPMGErnst & Young LLP to serve as our independent registered public accounting firm for our 20152018 fiscal year.
What are the voting


Voting recommendations of the Board?Board
The Board recommends the following votes:
1.FOR each of the seveneight director nominees to the Board ("Proposal No. 1");
2.FOR the approval of the compensation of our named executive officers ("Proposal No. 2"); and
3.FOR re-approval of the Delta Apparel, Inc. 2010 Stock Plan ("Proposal No. 3"); and
4.FOR ratification of the appointment of KPMGErnst & Young LLP to serve as our independent registered public accounting firm for our 20152018 fiscal year ("Proposal No. 4"3").
Will any otherOther matters to be voted on?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.
Who is entitledEntitlement to vote?vote and number of votes
Holders of our common stock as of the close of business on the Record Date, December 12, 2014,11, 2017, may vote at the Annual Meeting, either in person or by proxy.
How many votes do I have?
You will have one vote for everyEach share of Delta Apparel, Inc. common stock that you owned at the close of business on the Record Date.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.
What is the differenceDifference between holding shares as a shareholder of record and as a beneficial owner?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 & Trust Company, 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 are beingmay 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 should enclosemay provide a voting card or voting instruction form for you to use for providing directions for how to vote your shares.
How do I vote?to vote
If you are a shareholder of record, there are four ways to vote:
1.By internet at www.proxyvote.com;
2.By toll-free telephone at 1-800-690-6903;

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3.By completing and mailing your proxy card; or
4.By written ballotvoting in-person at the Annual Meeting. If you choose to vote in-person at the Annual Meeting, please bring proof of personal identification.
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. local time on February 3, 2015,


January 31, 2018, 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 proxies will vote your shares FOR Proposal Nos. 1, 2 3 and 4.3. 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 persons named as proxies 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 NYSE MKT'S RULES OF THE NEW YORK STOCK EXCHANGE ("NYSE"), YOUR BANK OR BROKER CANNOT VOTE WITH RESPECT TO PROPOSAL NOS. 1 or 2 OR 3 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.
Can I change my voteHouseholding
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 revoke my proxy?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 Justin M. Grow, Secretary, at the Company's principal executive offices located at 322 S. Main Street, Greenville, South Carolina 29601, or via telephone at (864) 232-5200.
Yes. 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:
1.Entering a new vote by internet or telephone;
2.Returning a later-dated proxy card;
3.Sending written notice of revocation to Justin M. Grow, Secretary, at the Company's address of record, which isprincipal executive offices located at 322 S. Main Street, Greenville, South Carolina 29601; or
4.Completing a written ballot at the Annual Meeting. If you choose to complete a written ballot at the Annual Meeting, please bring proof of personal identification.
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.
How areMethod of counting votes counted?
Votes are counted by inspectors of election designated by our Secretary.Board of Directors.
Who paysFinancial responsibility for soliciting proxies?proxies
We will pay for the cost of preparing, assembling, printing and mailing this Proxy Statement and accompanyingthe 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, facsimile, email and personal solicitation.
What is the quorumQuorum requirement of thefor Annual Meeting?Meeting
To conduct the Annual Meeting, a majoritytwo-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 the presence or absence of a quorum. Abstentions and broker non-votes will be counted

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in determining the presence or absence of a quorum. On the Record Date, there were 7,877,6747,274,772 shares outstanding and approximately 891859 shareholders of record. A majorityTwo-thirds of the Company's common stock, or 3,938,8384,849,848 shares, will constitute a quorum.
What are broker non-votes?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 the NYSE MKT'sNYSE's rules and regulations. The NYSE MKT 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 2 and 32 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 under NYSE rules. Broker non-votes will not affect the outcome of Proposal Nos. 1,No. 2 and 3 being voted on at the Annual Meeting, assuming that a quorum is obtained.
What vote isVote required to approve each proposal?proposal
Proposal No. 1: For the election of directors, the seven nominees for director will be elected if they receive an affirmative vote of a majority of the shares present at the meeting or represented by proxy and entitled to vote for the election of directors at the Annual Meeting. For purposes of the election of directors, the affirmative vote of a majority of shares means that the number of shares voted "FOR" a director's election exceeds the number of votes withheld from a director's election. Votes cast exclude broker non-votes and abstentions, and therefore broker non-votes and abstentions will have no effect on the election of directors.
Proposal No. 2: For the advisory vote on the compensation of our named executive officers, the vote is not binding on our Board of Directors or our Compensation Committee and, therefore, no specific vote is required to approve the proposal. However, our Board and Compensation Committee will review the voting results and consider them in making future decisions about executive compensation.
Proposal No. 1:For the election of directors, the eight nominees for director will be elected if they receive an affirmative vote of a majority of the shares present at the meeting or represented by proxy and entitled to vote for the election of directors at the Annual Meeting. Shares present at the meeting include shares voted "For" and "Withhold" with respect to a director's election, as well as broker non-votes and abstentions, which will all be counted in determining the number of shares present. Accordingly, broker non-votes and abstentions will have the same effect as a "Withhold" vote.
Proposal No. 2:For the advisory vote on the compensation of our named executive officers, the vote is not binding on our Board of Directors or our Compensation Committee and, therefore, no specific vote is required to approve the proposal. However, our Board and Compensation Committee will review the voting results and consider them in making future decisions about executive compensation.
Proposal No. 3:Re-approvalRatification of the Delta Apparel, Inc. 2010 Stock Planappointment of Ernst & Young LLP to serve as our independent registered public accounting firm for purposes of complying with Section 162(m) of the Internal Revenue Code of 1986our fiscal year 2018 requires that the number of votes cast "FOR" exceeds the number of votes cast against this proposal. Votes cast excludeAbstentions and broker non-votes and abstentions, and therefore broker non-votes and abstentions will have no effect on the re-approval of the Delta Apparel, Inc. 2010 Stock Plan.vote with respect to this proposal.
Proposal No. 4: RatificationAvailability of the appointment of KPMG LLP to serve as our independent registered public accounting firm requires that the number of votes cast "FOR" exceeds the number of votes cast against this proposal. Abstentions and broker non-votes will have no effect on the vote with respect to this proposal.
Are the Company's proxy materials available on the internet?internet
Yes, this
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be Held on February 1, 2018: The Delta Apparel, Inc. Notice of Annual Meeting of Shareholders and Proxy Statement and our 2014the Delta Apparel, Inc. 2017 Annual Report are available without chargeat www.proxyvote.com.
We have also made available on our website at www.deltaapparelinc.com.www.deltaapparelinc.com a copy of our 2017 Annual Report and Notice of Annual Meeting and Proxy Statement, as filed with the SEC.
Where can I
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 votingproxy 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 Justin M. Grow, Secretary, at the Company's principal executive offices located at 322 S. Main Street, Greenville, South Carolina 29601. 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?Meeting
We will announce the preliminary voting results at the Annual Meeting and will publish final results in a current report on Form 8-K filed with the SECSecurities and Exchange Commission ("SEC") on or before February 10, 2015.7, 2018. This Form 8-K will be available without charge to shareholders upon written request to Investor Relations Department, Delta Apparel, Inc., 322 S. Main Street, Greenville, South Carolina 29601, or via the internet at www.deltaapparelinc.com.
What is


References to our website address throughout this proxy statement and the deadlineaccompanying materials are for consideration of director nominations for the Annual Meeting?
Nominations for the election of directors must comply with the advance notification and otherinformational purposes only, or to fulfill specific disclosure requirements set forth in our Bylaws, which provide that in the event the date of the annual meeting is changedSEC’s rules. These references are not intended to, and do not, incorporate the contents of our website by more than 30 days fromreference into this proxy statement or the date of the previous year's annual meeting, the nominations must be received by the Company not later than 10 days after notice or public disclosure of the date of the annual meeting of shareholders for the election of directors is initially provided. Accordingly, because the date of the Annual Meeting is more than 30 days from the November 7, 2013, date of the previous year's annual meeting, nominations for the election of directors at the Annual Meeting must be received not later than 10 days after December 19, 2014, which is the date notice of the Annual Meeting was initially provided.accompanying materials.

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What is the deadlineDeadline for consideration of shareholder proposals or director nominations for theour next annual meeting of shareholders?shareholders following the Annual Meeting
Applicable Securities and Exchange Commission (“SEC”)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 offices at 322 S. Main Street, Greenville, South Carolina 29601, Attention: Corporate Secretary, on or before October 6, 2015. Applicable Securities and Exchange Commission ("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.August 20, 2018. 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.

CHANGE IN FISCAL YEAR END
As previously disclosed in a Form 8-K we filed withBylaws, including delivering the SEC on August 28, 2013, our Board of Directors determined on August 26, 2013, that our fiscal year end will change from Juneproposal or nomination to September to better align our planning, financial and reporting functions with the seasonality of our business (the "Fiscal Year Change"). Accordingly, our fiscal year now begins on the Sunday closest to September 30 of each year and ends on the Saturday closest to September 30 of each year. This change resulted in an approximately three-month transition period from June 30, 2013, through September 28, 2013, to bridge the period between the end of our 2013 fiscal year and the beginning of our 2014 fiscal year on September 29, 2013. This period is referred to as the "Transition Period" throughout this Proxy Statement. All references to "fiscal years" or "years"Company's Secretary no later than 120 days prior to the Fiscal Year Change refer tofirst anniversary of the 12-month fiscal period covering the Sunday closest to June 30 through the following Saturday closest to June 30, and all references to "fiscal years" or "years" subsequent to the Fiscal Year Change refer to the 12-month fiscal period covering the Sunday closest to September 30 through the following Saturday closest to September 30.prior year annual meeting.
We have included certain information in this Proxy Statement related to, among other things, the compensation of our named executive officers and directors for the Transition Period as well as our 2014 fiscal year, which began on September 29, 2013, and ended September 27, 2014.






Delta Apparel, Inc.     5    2014 Proxy Statement


PROPOSAL NO. 1
ELECTION OF DIRECTORS
Each of our directorsdirector nominees brings extensive management and leadership experience gained through his or her service to diverse businesses and institutions. Our directors are committed to effectively oversee management’s performance, to act in the long-term best interests of shareholders and to maintain the highest standards 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 seveneight directors shall be nominated for election at the Annual Meeting.
The seveneight individuals listed below are nominees for election as directors at the Annual Meeting to serve until our next annual meeting of shareholders or until their successors are duly elected and qualified. Each of the nominees was elected by the shareholders at our most recent annual meeting of shareholders. 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. Each of the Board.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 MKTAmerican 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” 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.
THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH OF THE SEVENEIGHT NOMINEES.
James A. Cochran J. Bradley Campbell (Independent)
Director Since:  20082015
Age:  6769

Committees:
Audit
Compensation



Mr. CochranCampbell has been a Certified Public Accountant for over 39 years. He served as the Managing Partner of the South Carolina Upstate practice of Cherry Bekaert LLP, CPAs, from 2003 until his retirement in 2013.  Mr. Campbell spent the first 28 years of his career with Deloitte LLP, one of the world's largest accounting firms, where he was a partner for over 18 years and served as Managing Partner of its South Carolina practice.  Since then, Mr. Campbell has independently engaged in business and financial consulting services.  Mr. Campbell currently serves as Chief Financial Officeron the Advisory Committee to the Board of Amendia, Inc.,Directors of a manufacturerprivately-held multinational company and has served on the boards of medical devices for spinal surgery,numerous non-profit and community organizations.  During his career, Mr. Campbell has advised a wide variety of publicly-traded and large privately-held companies, including companies in the apparel, textile and consumer products industries.  Mr. Campbell brings to our Board extensive financial, accounting and tax expertise with a focus on our industry, as well as Vivex Biomedical, Inc., which distributes advanced bio-materials for regenerative medicine. Prior to accepting his current position, Mr. Cochran served as Chief Financial Officer for Greenway Medical Technologies, Inc., a provider of software solutions for healthcare providers, beginning in 2009. Previously, he was Senior Vice President responsible for Investor Relations and Corporate Strategies of TurboChef Technologies, Inc., a provider of equipment, technology and services for high-speed food preparation, and served in that capacity from 2007 until 2009. From 2003 until 2007, Mr. Cochran also served as Senior Vice President and Chief Financial Officer of TurboChef Technologies, Inc. He is a Certified Public Accountant. Mr. Cochran's broad and diverse professional knowledge base, including public accounting, securities offerings, mergers and acquisitions, investor relations, corporate strategy and financial management in public and private enterprises, provides the Board with valuablesignificant business leadership and insight into these disciplines.experience.

Sam P. Cortez   (Independent)
Director Since:  2010
Age:  5154

Committees:
AuditCompensation (Chair)
Compensation

Corporate Governance



Mr. Cortez has been the principal of KCL Development LLC, a provider of corporate finance and advisory services, since 2003. Prior to 2003, he was employed in the investment banking industry, including with Lehman Brothers, Donaldson Lufkin & Jenrette, Alex Brown & Sons, and Morgan Stanley International. Mr. Cortez servespreviously served as a director of Hancock Fabrics, Inc., from 2008 to 2017, and isserved as chairman of its Management Review and Compensation Committee and isas a member of its Audit and Governance Committees. He was also formerly a director of World Waste Technologies, Inc., a development stage technology company, from 2005 to 2009, and served as chairman of its Audit Committee and as a member of its Compensation and Finance Committees. Mr. Cortez's experience includes mergers and acquisitions, strategy development, financing transactions, and spin-offs. In addition to investment banking activities, he has served on boards and committees of private, public and not-for-profit organizations. Mr. Cortez is a Board Leadership Fellow, as designated by the National Association of Corporate Directors. His intimate knowledge of financial markets and strategic transactions brings a depth of knowledge in these areas to our Board.


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Dr. Elizabeth J. Gatewood   (Independent)
Director Since:  2007
Age:  7073

Committees:
Audit
Corporate Governance



Dr. Gatewood iscurrently serves as a Research Professor at Wake Forest University. From 2010 through July 1, 2015, Dr. Gatewood served as the Associate Director of the Wake Forest University Center for Enterprise Research and Education, a position to which she was appointed in 2010.Education. From 2008 to 2012, she served as Director of the Wake Forest University NSF Partners for Innovation Program. From 2004 until July 2010, she served as Director of the Office of Entrepreneurship & Liberal Arts at Wake Forest University. Previously, she served as the Jack M. Gill Chair of Entrepreneurship and Director of The Johnson Center for Entrepreneurship & Innovation at Indiana University from 1998 to 2004. Prior to her appointment at Indiana University, Dr. Gatewood was the Executive Director of the Gulf Coast Small Business Development Center Network at the University of Houston. Dr. Gatewood's academic background includes advanced business degrees in finance and business strategy. Her career has focused on entrepreneurship, growth strategies and small business education and development. She has extensive exposure to business development and models in international developing economies. Dr. Gatewood's perspectives on strategy, development and entrepreneurship bring unique insight to Board discussions.

our Board.
Dr. G. Jay Gogue   (Independent)
Director Since:  2010
Age:  6770

Committees:
Audit (Chair)
Corporate Governance




Dr. Gogue isserved as President of Auburn University a position he has held since 2007.from 2007 until his retirement in July 2017. He now serves as President Emeritus of Auburn University. Dr. Gogue served as President of the University of Houston and Chancellor of the University of Houston System from 2003 to 2007. Prior to serving at the University of Houston, he was President of New Mexico State University from 2000 to 2003 and Provost of Utah State University from 1995 to 2000. Dr. Gogue began his career in higher education administration in 1986 as Associate Director of the Office of University Research at Clemson University, where he also served as Vice President for research and Vice President and Vice Provost for agriculture and natural resources. Dr. Gogue has served as an accreditation reviewer for the Pacific Northwest Association of Schools and Colleges, Commission on Colleges.Colleges, and on the boards of several privately-held companies. His leadership of large educational institutions has involved development of strategic plans, operating under difficult budgetary constraints and balancing the needs of diverse stakeholders including students, faculty, alumni and state government. Dr. Gogue's wealth of experience managing large and complex organizations, including the financial functions thereof, provides our Board with valuable input and expertise.
Robert W. Humphreys
Director Since:  1999
Age:  5760

Committees:
None

Mr. Humphreys is the Chairman and Chief Executive Officer of Delta Apparel, Inc. He was namedhas served as Chairman of our Board in Junesince 2009. Mr. Humphreys previously served Delta Apparel, Inc. as President and Chief Executive Officer for more than 10 years. From April 1999 until December 1999, Mr. Humphreys served as President of the Delta Apparel division of Delta Woodside Industries, Inc. In 1998, he was named Vice President of Finance and Assistant Secretary of Delta Woodside Industries, Inc. and served in that capacity until November 1999. From 1987 to May 1998, Mr. Humphreys served as President of Stevcoknit Fabrics Company, the former knit fabrics division of a subsidiary of Delta Woodside Industries, Inc. Mr. Humphreys has over 2628 years of experience in the textile and apparel industry, including senior leadership roles in operations and finance. Under his direction the Company has grown from a commodity t-shirt manufacturer to a diverse, branded apparel company. Mr. Humphreys' long history with the Company, combined with his leadership skills and operating experience, makes him particularly well-suited to be our Chairman and serve on our Board.

Suzanne B. Rudy(Independent)
Director Since:  2012
Age:  59

Committees:
Audit


Ms. Rudy is Vice President, Corporate Treasurer, Compliance Officer and Assistant Secretary of RF Micro Devices, Inc. (NASDAQ:RFMD), a publicly traded company and leading supplier of semiconductor solutions for the wireless communications market. In addition to her treasury and compliance duties, Ms. Rudy is a director for all twelve subsidiaries of RFMD. Prior to joining RF Micro Devices, Inc. in 1999, Ms. Rudy was the Controller for Precision Fabrics Group, Inc., a textile spin-off of the Fortune 500 Company, Burlington Industries. In addition, she spent six years as a CPA and Manager for BDO Seidman, LLP, an international CPA firm. From 2008 through 2010, she served as a director and chaired the Audit, Assets and Liability Committee of First National Bank United Corporation and also served on its Investment Committee. Ms. Rudy currently serves on the Board of Visitors for Guilford College and is a Board Leadership Fellow, as designated by the National Association of Corporate Directors. Ms. Rudy brings to our Board extensive expertise in public company financial, compliance and related strategic matters.




Delta Apparel, Inc.     7    2014 Proxy Statement


Robert E. Staton, Sr. (Lead Independent Director)
Director Since:  2009
Age:  6871

Committees:
Corporate Governance (Chair)
Compensation





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



A. Alexander Taylor, II(Independent)
Director Since:  2016
Age:  64

Committees:
Corporate Governance
Compensation
Mr. Taylor served as Chairman and Chief Executive Officer of FGX International, Inc. (NASDAQ: FGXI), a worldwide producer and marketer of eyeglasses and sunglasses, from 2005 to 2013, and as a consultant to FGX from July 2013 until 2014. Mr. Taylor served as President and Chief Operating Officer of Chattem, Inc. (NASDAQ: CHTT), a consumer products company, from 1998 to 2005, and was previously an attorney with Miller & Martin PLLC in Chattanooga, Tennessee from 1978 to 1998. Mr. Taylor has served on the Board of Directors of Zoe's Kitchen, Inc. (NYSE: ZOES) since April 2015 and currently serves on its Audit Committee and as Chair of its Compensation Committee. Mr. Taylor also currently serves on the boards of several privately-held companies. Mr. Taylor previously served on the Board of Directors of Physician's Formula Holdings, Inc. (NASDAQ: FACE) from 2011 to 2012 and on the boards of several other privately-held companies. Since 2014, Mr. Taylor has served as an Adjunct Professor at the Charleston School of Law and also currently serves on the Board of Trustees of Furman University as its Vice Chair and also chairs its Executive Committee. Mr. Taylor brings to our Board extensive consumer brand and retail experience in a variety of industries and functional areas, including operations, finance, legal and public company governance.
David G. Whalen (Independent)
Director Since:  2017
Age:  59

Committees:
Audit
Mr. Whalen was President and Chief Executive Officer as well as a director of the A.T. Cross Company (subsequently Costa Inc. (NASDAQ: ATX)) from 1999 to 2014 when the company was sold. A.T. Cross manufactured and marketed writing instruments and personal accessories under the Cross brand name and premium sunglasses under the Costa brand name. From 1991 to 1999 Mr. Whalen held various senior positions with Bausch & Lomb, Inc., including Corporate Vice President, President Europe Middle East and Africa Division and President North America Ray-Ban Division. Earlier in his career, Mr. Whalen was Vice President Business Development with G. Heileman Brewing Company and a consultant for Booz Allen Hamilton.  Mr. Whalen has served on the Board of Directors of Pool Corporation (NASDAQ: POOL) since November 2015 and is a member of its Audit Committee and Strategic Planning Committee. Mr. Whalen previously served on the Board of Directors of Phoenix Footwear Group, Inc. (OTC: PXFG) from 2015 to 2017.  Mr. Whalen brings to our Board extensive marketing, financial, operational and senior leadership experience across multiple companies, industries and geographies as well as consumer brand development expertise. In addition, Mr. Whalen’s business acquisition and integration experience provides our Board with valuable strategic depth and insight.







Delta Apparel, Inc.     8    2014 Proxy Statement


PROPOSAL NO. 2
ADVISORY VOTE ON EXECUTIVE COMPENSATION
The Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act") requires alleach publicly-traded companiescompany to hold a shareholder advisory vote on the executive compensation of its named executive officers, otherwise known as a "Say-on-Pay" vote.vote, at least once every three years. 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 Compensation Discussion and Analysis, compensation tables and related narrative discussion provided in this Proxy Statement.
Our Board's Compensation Committee is committed to creating an executive compensation program that enables us to attract, retain, and motivate outstanding and diverse executives. Each year, our Compensation Committee reviews all of our executive compensation programs to ensure that they continue to reflect our commitment to align the objectives and rewards of our executive officers with the creation of value for 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 our compensation programs are appropriately measured and do not encourage excessive risk-taking by our executive team. Our Board believes that our philosophy and compensation practices strike the appropriate balance between utilizing responsible pay practices and effectively motivating our executives to dedicate themselves to the interests of our shareholders.
For these reasons, the Board requests that you approve the Company's executive compensation policies and practices for our named executive officers as described in this Proxy Statement, including the Compensation Discussion and Analysis, 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 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.


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Delta Apparel, Inc.     9    2014 Proxy Statement


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PROPOSAL NO. 3
RE-APPROVAL OF THE DELTA APPAREL, INC. 2010 STOCK PLAN FOR PURPOSES OF COMPLYING WITH SECTION 162(M) OF THE INTERNAL REVENUE CODE OF 1986
Our shareholders approved the Delta Apparel, Inc. 2010 Stock Plan (the “2010 Stock Plan”) at our annual shareholder meeting on November 11, 2010. As more fully explained below, we are seeking shareholder re-approval of the 2010 Stock Plan, including the material terms of the performance goals included in the 2010 Stock Plan, so that we may continue to grant equity incentive compensation awards that are structured in a manner intended to qualify as tax deductible, performance-based compensation under Section 162(m) of the Internal Revenue Code of 1986 ("Section 162(m)"). No amendments to the 2010 Stock Plan are proposed and we are not seeking the authorization of additional shares under the 2010 Stock Plan.
Background
The 2010 Stock Plan is structured so that awards granted under it can satisfy the requirements of Section 162(m).  Section 162(m) limits to $1,000,000 the amount that we may deduct in any taxable year for compensation paid to our Chief Executive Officer or to any of our three most highly compensated executive officers (other than our Chief Financial Officer) whose compensation is required to be disclosed pursuant to Item 402 of SEC Regulation S-K.  An exception to this $1,000,000 limit exists for compensation earned pursuant to certain performance-based awards.  A performance-based award made under the 2010 Stock Plan is eligible for this exception if certain criteria under Section 162(m) are satisfied, one of which relates to shareholder approval and/or re-approval of the material terms under which performance-based compensation will be paid under the 2010 Stock Plan. Section 162(m) requires shareholder re-approval of the material terms of the performance goals of the 2010 Stock Plan after five years if our Compensation Committee retains discretion to vary the targets of performance goals underlying performance-based awards, which discretion our Compensation Committee retains under the 2010 Stock Plan. 
Accordingly, we are seeking shareholder re-approval of the 2010 Stock Plan, including the material terms of the performance goals included in the 2010 Stock Plan, so that we may continue to grant equity incentive compensation awards that are structured in a manner intended to qualify as tax deductible, performance-based compensation under Section 162(m). For purposes of Section 162(m), the material terms of performance-based compensation include: (i) the employees eligible to receive such compensation; (ii) a description of the business criteria upon which the goals applicable to the performance-based compensation are based; and (iii) the maximum amount of compensation that can be paid to an employee as performance-based compensation during a specified time period. Below is a summary of the material terms of performance-based compensation that may be awarded under the 2010 Stock Plan. This summary is qualified entirely by reference to the complete text of the 2010 Stock Plan, which is attached as Exhibit A to this Proxy Statement.
If the 2010 Stock Plan is approved, the Company will be able to continue to structure annual and other cash incentive awards in a manner that should qualify for the performance-based compensation exemption from the deduction limitations of Section 162(m). However, neither the 2010 Stock Plan nor this Proxy Statement is intended to ensure that the compensation we pay to our executive officers or other employees qualifies as performance-based compensation. There are a number of requirements that must be met in order for particular compensation to qualify as performance-based compensation and, as such, there can be no assurance that such compensation under the 2010 Stock Plan will be fully deductible under all circumstances. Moreover, there is no guarantee that the terms of the 2010 Stock Plan or the compensation provided pursuant thereto will comply with the requirements of performance-based compensation. In addition, other awards under the 2010 Stock Plan may or may not qualify depending on the terms of the awards and we currently have, and intend to retain, the ability to provide compensation that is not exempt from the Section 162(m) deductibility limits.
Eligibility for 2010 Stock Plan
Only employees of Delta Apparel, Inc. and its subsidiaries and affiliates, and members of our Board of Directors are eligible to participate in the 2010 Stock Plan. There are currently approximately 6,800 employees, including all executive officers of the Company, and seven non-employee directors who would currently be eligible to participate in the 2010 Stock Plan.

Delta Apparel, Inc.     10    2014 Proxy Statement

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Types of Awards Under the 2010 Stock Plan
The awards available under the 2010 Stock Plan consist of stock options, stock appreciation rights, restricted stock, restricted stock units, performance stock, performance units, and other stock or cash awards.
Stock Options. Our Compensation Committee is authorized to grant stock options giving the participant the right to purchase stock at a predetermined price, the exercise price, upon exercise. The exercise price of an option will be determined by our Compensation Committee, but in no case may the exercise price paid for Stock which is part of an original issue of authorized Stock be less than the par value per share of the stock. Our Compensation Committee will determine the term of each option, with the maximum term of each option being ten years from the date of grant. Subject to this limit, the times at which each option will be exercisable and provisions requiring forfeiture of unexercised options at or following termination of employment or upon the occurrence of other events generally are fixed by our Compensation Committee. In general, options may be exercised by payment of the exercise price in cash or shares. Methods of exercise will be determined by our Compensation Committee. Options granted under the 2010 Stock Plan may be nonqualified stock options or incentive stock options. Awards of incentive stock options under the 2010 Stock Plan will be subject to certain additional restrictions.
Stock Appreciation Rights. Stock appreciation rights (“SARs”) may be granted by our Compensation Committee, entitling the participant on exercise to receive an amount in cash or Common Stock, or combination of cash and Common Stock, as may be determined by our Compensation Committee, determined in whole or in part by reference to appreciation, from and after the date of grant, in the fair market value of a share of stock. SARs may be based solely on the appreciation in the fair market value of the Company’s Common Stock or on a comparison of such appreciation with some other measure of market growth such as, but not limited to, appreciation in a recognized market index.
Restricted Stock and Restricted Stock Units. Our Compensation Committee is authorized to grant restricted stock and restricted stock units. These stock-based awards will be subject to the terms and conditions established by our Compensation Committee. The shares of restricted stock granted may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the end of the applicable period or periods established by our Compensation Committee and the satisfaction of any other conditions or restrictions established by our Compensation Committee. During the period of restriction, the participants holding shares of restricted stock and restricted stock units will have no voting rights and will not receive cash dividends and other distributions paid with respect to the shares of restricted stock or restricted stock units in question, including any dividends and distributions paid in shares.
Stock and Stock Units. Our Compensation Committee may grant awards in shares of stock and/or units that are based on a value based on a share of stock that is defined by our Compensation Committee.
Performance-Based Awards. Our Compensation Committee may impose conditions and performance goals that must be met prior to the vesting or receipt of payment under any award. Our Compensation Committee may also make awards entitling the participant to receive an amount in cash upon attainment of specified performance goals. These awards shall vest based on the attainment of written performance goals approved by our Compensation Committee for a performance period established by our Compensation Committee.
Performance Goals Under the 2010 Stock Plan
The performance goals under the 2010 Stock Plan, which must be objective, shall be based upon one or more of the following performance measures: return on invested capital, net operating profit (before or after tax), revenue, operating profit margin, gross margin, operating profit, earnings before income taxes, earnings (which may include earnings before interest and taxes and net earnings, and may be determined in accordance with United States Generally Accepted Accounting Principles (“GAAP”) or adjusted to include or exclude any or all items), earnings per share (on a GAAP or non-GAAP basis), cash flow (defined as operating cash flow, free cash flow or any other defined cash flow measure), growth in any of the foregoing measures, stock price, return on equity or average shareholders’ equity, total shareholder return, growth in shareholder value relative to the moving average of the S&P 500 Index or another index, return on capital employed, return on assets or net assets, return on investment, economic value added, market shares, overhead or other expense reduction, credit rating, strategic plan development and implementation, succession plan development and implementation, improvement in workforce, diversity, customer indicators, improvements in productivity, attainment of objective operating goals and employee metrics.
The foregoing criteria may relate to the Company, one or more of its subsidiaries or one or more of its divisions or units, or any combination of the foregoing, and may be applied on an absolute basis and/or be relative to one or more peer group companies or indices, or any combination thereof, all as our Compensation Committee shall determine. In addition, to the degree consistent with Section 162(m), the performance goals may be calculated without regard to extraordinary items.

Delta Apparel, Inc.     11    2014 Proxy Statement

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Maximum Awards Under the 2010 Stock Plan
Annual Limits on Awards. The 2010 Stock Plan limits the number of shares that may be covered by awards to any participant in a given calendar year. Under this annual per-person limitation, no person may receive in any calendar year: (i) stock options relating to more than 150,000 shares; (ii) restricted stock or restricted stock units that are subject to the attainment of performance criteria relating to more than 75,000 shares; (iii) stock appreciation rights relating to more than 150,000 shares, or (iv) performance stock relating to more than 75,000 shares. Under the 2010 Stock Plan, the maximum cash payment that may be made to a single participant in any calendar year under a performance unit award or other cash award shall not exceed 200% of the participant’s salary for the performance period.
Other Limits on Awards. The awards of restricted stock, restricted stock units and performance stock granted under the 2010 Stock Plan in any one calendar year are limited to 125,000 shares of Common Stock in the aggregate; provided that any portion of such share limit not reserved for grants of restricted stock, restricted stock units or performance stock made in any calendar year beginning in 2010, shall be added to the share limit for subsequent calendar years.
Shares Available Under the 2010 Stock Plan
The aggregate number of shares of Common Stock that may be delivered under the 2010 Stock Plan is 500,000 plus any shares of Common Stock subject to outstanding awards as of November 11, 2010, under the Delta Apparel, Inc. Stock Option Plan and Incentive Stock Award Plans (collectively, the “Prior Plans”), that are subsequently forfeited or terminated for any reason before being exercised. All shares available for grant are subject to adjustment in the event of stock splits, stock dividends and other capital changes. If any award under the 2010 Stock Plan or Prior Plans terminates without having been exercised in full, or if any award under the 2010 Stock Plan or Prior Plans is satisfied in cash rather than Common Stock, the number of shares of Common Stock as to which the award was not exercised or for which cash was substituted will be available for future grants. Shares of restricted stock that have been forfeited and shares held back in satisfaction of the exercise price or tax withholding requirements, from shares that would otherwise have been delivered pursuant to an award shall also be available for future grants. No fractional shares may be issued under the 2010 Stock Plan. Please see the "Equity Compensation Plan Information" section of the Proxy Statement for specific information regarding the shares currently available under the 2010 Stock Plan and Prior Plans.
THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE RE-APPROVAL OF THE DELTA APPAREL, INC. 2010 STOCK PLAN.

Delta Apparel, Inc.     12    2014 Proxy Statement

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PROPOSAL NO. 4
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
In accordance with the requirements of our Audit Committee's charter, eachEach year our Audit Committee evaluates and considers the qualifications, performanceindependence, compensation and independenceperformance of our external auditors. 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 ultimately responsible for negotiations regarding the fees charged by our independent registered public accounting firm and the selection of the lead or responsible partner of our independent registered public accounting firm with respect to the Company's engagement. The current lead or responsible partner of our independent registered public accounting firm was appointed in calendar year 2016.
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 KPMGErnst & Young LLP ("KPMG"EY") to serve as our independent registered public accounting firm for our 20152018 fiscal year.
During EY audited our 2014financial statements for our fiscal year 2017.
On March 4, 2016, our Audit Committee conducted a competitive selection process for an audit firm to serveapproved the appointment of EY as ourthe Company’s independent registered public accounting firm for our 2016 fiscal year, effective March 8, 2016. During our 2015 and 2014 fiscal yearyears and the approximately three-month Transition Period resulting fromsubsequent interim period through March 8, 2016, neither the previously disclosed changeCompany nor anyone on its behalf consulted with EY regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and no written report or oral advice was provided to the Company that EY concluded was an important factor considered by the Company in our fiscal year. Asreaching a resultdecision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of this process and following careful deliberation, on February 10, 2014,a “disagreement” (as that term is described in Item 304(a)(1)(iv) of Regulation S-K) or a “reportable event” (as that term is described in Item 304(a)(1)(v) of Regulation S-K).
On March 4, 2016, our Audit Committee approveddismissed KPMG LLP ("KPMG") as the engagement of KPMG as ourCompany’s independent registered public accounting firm and dismissed Ernst & Young LLP (“E&Y”) from that role.firm. The engagementaudit reports of KPMG was effective as of February 13, 2014, and KPMG has since audited our financial statements foron the Transition Period as well as our financial statements for the 2014 fiscal year. The reports of E&Y on ourCompany’s consolidated financial statements for theour 2015 and 2014 fiscal years ended June 29, 2013, and June 30, 2012, did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles. The audit reports of KPMG on the effectiveness of the Company’s internal control over financial reporting as of October 3, 2015, and September 27, 2014, did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified. During theour 2015 and 2014 fiscal years ended June 29, 2013, and June 30, 2012, and the subsequent interim period through February 10, 2014,March 4, 2016, there were no (i) “disagreements” (as that term is defineddescribed in Item 304(a)(1)(iv) of Regulation S-K) with E&YKPMG on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to E&Y’sKPMG’s satisfaction, would have caused E&YKPMG to make reference to the subject matter thereof in its reports for such fiscal years and subsequent interim period, or (ii) “reportable events” as that term is described in Item 304(a)(1)(v) of Regulation S-K.
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 KPMG,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 KPMGEY will 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 be available to respond to appropriate questions from shareholders.
THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF KPMGEY AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR OUR 20152018 FISCAL YEAR.
As reflected in the table below, we incurred fees in fiscal year 2014, the Transition Period (referred to in the table as "2014T"),years 2016 and fiscal year 20132017 for services performed by KPMG and E&Y related to such periods.EY.
Independent Registered Public Accounting Firm Fees
Fiscal Year 2014, Transition Period and Fiscal Year 2013Years 2017 & 2016
2014      2014T201320172016
Audit Fees$719,373
 $118,575
 $711,590
 $1,007,471
 $1,064,670
 
Audit-Related Fees49,500
 
 7,500
 
 45,500
 
Tax Fees24,530
 
 
 
 
 
All Other Fees
 
 
 1,744
 1,744
 
Total$793,403
(1)$118,575
(2)$719,090
(3)$1,009,215
 $1,111,914
(1)
(1)All feesAt the time of the filing of our Proxy Statement for our 2016 fiscal year, we had not received a final bill for professional services rendered by EY for the fiscal year ended September 27, 2014, were owedOctober 1, 2016. Our previously reported estimate of professional fees of $1,051,914 has been revised as set forth above to KPMG.account for such final billing.
(2)All fees for the Transition Period were owed to KPMG
(3)All fees for the fiscal year ended June 29, 2013 were owed to E&Y.

Delta Apparel, Inc.     13    2014 Proxy Statement

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Audit Fees ConsistsConsist of fees billed for professional services rendered for the audit of our fiscal year 2014, Transition Period2017 and fiscal year 20132016 consolidated annual financial statements, audit of internal control over financial reporting for our fiscal years 2014year 2017 and 2013,fiscal year 2016, review 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 — ConsistsConsist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements but are not reported under “Audit Fees.” For fiscal year 2014,2016, such fees related to a consent provided by EY in connection with a registration statement on Form S-3 (as amended) filed by the Company as well as for services provided by KPMGEY in connection with its review of physical inventory procedures and accounting software systems as well as its review of correspondence from the SEC regarding our Annual Report on Form 10-K filed on August 29, 2013.a contemplated real estate transaction.
Tax Fees ConsistsConsist of fees billed for professional services rendered for tax compliance, tax advice, and tax planning.
All Other Fees - Consist of fees related to services other than those reported under “Audit Fees,” “Audit-Related Fees,” and “Tax Fees.” For each of fiscal year 2014,years 2017 and 2016, such fees were related to services provided by KPMG in connection with its review of various tax issues and positions as well asfor an Internal Revenue Service examination, and all such fees were pre-approved by our Audit Committee.annual subscription for EY's web-based accounting research service.
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 or management.Committee. The Committee has delegated toauthorized our Chief Financial Officer the authority to pre-approveengage our independent registered public accounting firm to perform certain pre-approved non-audit services that the Committee believes would not impair independence in an amount of upnot to exceed $10,000.


Delta Apparel, Inc.     14    2014 Proxy Statement


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REPORT OF THE AUDIT COMMITTEE
Our Audit Committee assists our Board of Directors in its oversight of the integrity of the Company’s financial statements, compliance with legal and regulatory requirements, the appointment, qualifications, independence, compensation and performance of the independent registered public accounting firm, and the performance of the internal audit function. Our Audit Committee is comprised entirely of independent directors who meet independence, experience and other qualification requirements of the NYSE MKTAmerican listing exchange and the SEC. In addition, our Board of Directors has determined that Dr. G. Jay Gogue and J. Bradley Campbell each qualifies as an audit committee financial expert as defined by SEC rules and regulations.
Management is responsible for our financial reporting process, including our internal control over financial reporting, and for the preparation of our consolidated financial statements, in accordance with generally accepted accounting principles. Our independent accountants are responsible for expressing an opinion on the financial statements and the effectiveness of the Company's internal control over financial reporting, based on an audit conducted in accordance with generally accepted auditing standards. Our Audit Committee's responsibility is to oversee and review these processes. Our Audit Committee relies, without independent verification, on the information provided to us and on the representations made by management and the independent registered public accounting firm.
The Audit Committee hereby reports as follows:
1.The Audit Committee appointed KPMGEY as the Company's independent registered public accounting firm for fiscal year 2014 and its approximately three-month Transition Period ended September 28, 2013.2017.
2.The Audit Committee has reviewed and discussed the audited financial statements for the year ended September 27, 2014, and the Transition Period ended September 28, 2013,30, 2017, as well as the internal controls over financial reporting as of September 27, 2014,30, 2017, with the Company’s management.
3.The Audit Committee has discussed with KPMGEY the matters required to be discussed under Public Company Accounting Oversight Board auditing standards governing communications with audit committees.
4.The Audit Committee has received the written disclosures and the letter from KPMGEY required pursuant to Public Company Accounting Oversight Board requirements and has discussed with KPMGEY its independence from the Company.
In determining KPMG’sEY’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 theirits independence. The Audit Committee received regular updates on KPMG’sEY’s fees and the scope of audit and 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, our internal auditors and KPMG,EY, and our review of the audited financial statements, including the representations of management and KPMGEY 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 of Directors that the Company's audited consolidated financial statements for the fiscal year ended September 27, 2014, and the Transition Period ended September 28, 2013,30, 2017, be included in the Company's Annual Report on Form 10-K.

AUDIT COMMITTEE:
Dr. G. Jay Gogue (Chairperson)
James A. Cochran
Sam P. CortezJ. Bradley Campbell
Dr. Elizabeth J. Gatewood
Suzanne B. RudyDr. G. Jay Gogue (Chair)
David G. Whalen


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CORPORATE 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 pages providediscussion 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 MKT.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 MKTAmerican 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 will regularly reviewreviews 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 principal 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. Any amendments or waivers to provisions of our Ethics Policy Statement that are applicable to our Chief Executive Officer, Chief Financial 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 Officer or any director, senior financial officer or other executive officer during our fiscal year 2014 or Transition Period.2017.
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 2014 and the Transition Period,2017, 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.

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Lead Independent Director
During fiscal year 2014 and the Transition Period,2017, Robert E. Staton, Sr. served as our Lead Independent Director, and Mr. Staton is expected to serve as our Lead Independent Director throughout fiscal year 2015.Director. 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 MKTAmerican 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 viaon the "Corporate Governance" tab of the "Investors" page of our website located at www.deltaapparelinc.com, or by sending a request in writing to Justin M. Grow, Secretary, at 322 S. Main Street, Greenville, South Carolina 29601.
The following table details the membership of each of our Board committees during the 20142017 fiscal year, and Transition Period, as well as the expected committee membership in our 20152018 fiscal year.

Board Committee Composition
Fiscal Year 2014, Transition Period and Fiscal Year 2015Years 2017 & 2018
        
 Fiscal Year 2017 Fiscal Year 2014 & Transition PeriodFiscal Year 20152018
Director NameAuditCompensationGovernance AuditCompensationGovernance
James A. CochranJ. Bradley CampbellXX  XX 
Sam P. Cortez XCX XCX
Dr. Elizabeth J. GatewoodX X X X
Dr. G. Jay GogueC C
David T. Peterson(1)
CX
Suzanne B. RudyXXX
Robert E. Staton, Sr.XC  XC
Robert W. Humphreys       
Robert E. Staton, Sr. XCCX
A. Alexander Taylor, IIXXXX
David G. WhalenXXX
C - Committee Chairperson       
X - Committee Member       
(1)Mr. Peterson will not stand for re-election as a director at the Annual Meeting.
Audit Committee. Our Audit Committee is a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our Audit Committee serves as an independent and objective party to oversee and monitor the financial and reporting processes of the Company, including the general quality of the Company's financial statements and reporting, the audits of the Company's financial statements and the Company’s accounting and internal controls and policies. Our Audit Committee appoints, evaluates, and, when appropriate, replaces the independent registered public accounting firm engaged to audit our financial statements. The independent auditors report directly to our Audit Committee and our Audit Committee determines the compensation and other terms of the engagement and oversees their work. Our Audit Committee also monitors and reviews our compliance with legal and regulatory requirements as well as our procedures with respect to maintaining books and records, the adequacy and implementation of internal auditing, accounting, disclosure, and financial controls, and our policies concerning financial reporting and business practices. In addition, our Audit Committee is responsible for establishing procedures for


the receipt, retention, and treatment of complaints received by the Company regarding

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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 MKTAmerican governance standards and applicable SEC regulations. Further, dueDue to Dr. G. Jay Gogue's years of extensive experience overseeing the financial, operational and strategic functions of complex organizations with budgets of up to approximately one billion dollars, our Board has determined that Dr. Gogue qualifies as an "audit committee financial expert" as defined in SEC regulations. Further, due to J. Bradley Campbell's 39 years as a Certified Public Accountant, decades of service with accounting and financial services firms Cherry Bekaert LLP, CPAs and Deloitte LLP, and his extensive financial, accounting and tax expertise, our Board has determined that Mr. Campbell also qualifies as an "audit committee financial expert" as defined in SEC regulations.
Compensation Committee. Our Compensation Committee develops our overall compensation philosophy and programs, reviews and determines compensation, including salaries, bonuses and equity compensation, for our named executive officers other than our Chief Executive Officer (which is collectively confirmed by the independent members of our Board), and reviews and determines director compensation. Our Compensation Committee also oversees, reviews and administers all of the Company’s compensation and executive benefitcompensation 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 MKTAmerican 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 other BoardBoard'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’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:
a)The full Board oversees strategic, financial and operational risks and exposures associated with our annual business plans and other current matters that may present material risk to the Company’s operations, strategies, prospects, andor reputation.
b)Our Audit Committee regularly reviews and oversees the risks associated with financial matters, particularly financial reporting, tax, accounting, disclosure, internal control over financial reporting, financial policies, credit and liquidity matters, compliance with legal and regulatory matters, including environmental matters, and the Company's related risk management policies.
c)Our Compensation Committee oversees risks associated with attraction and retention of executive talent, management development and compensation philosophy and programs, including a periodic review of compensation programs to ensure that they do not encourage excessive risk-taking.
d)Our Corporate Governance Committee oversees risks associated with governance matters, including our Ethics Policy Statement, succession planning for our directors, Chief Executive Officer and other named executive officers, and the structure and performance of the Board and its committees.

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Our Board believes that its leadership structure properly supports its risk oversight functions and responsibilities in that the appropriate directors chair the various committees involved in risk oversight, there is open communication between management and directors, and all directors are involved in the risk oversight function.
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. Attendance by current directors at Board and committee meetings during fiscal year 2014 and the Transition Period2017 averaged 96%100%, andwith each current director attended 75% or more of the aggregate ofattending all meetings of the Board and the committees on which he or she served during fiscal year 2014 and the Transition Period.2017. During fiscal year 2014 and the Transition Period,2017, our Board held five4 in-person meetings and two2 telephonic meetings. Our Audit Committee held seven4 meetings, our Compensation Committee held five4 meetings, and our Corporate Governance Committee held one meeting.5 meetings. All of our current directors attended the 20132017 annual meeting of shareholders. One former director who did not stand for election at the 2017 annual meeting of shareholders was not in attendance. Although we do not have a formal policy regarding director attendance at annual meetings of shareholders, each director is encouraged and all directors are expected to attend the Annual Meeting.
Independent directors meet regularly in executive session at all regularly scheduled meetings of the Board 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 at least annually, 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 2014 and the Transition Period,2017, 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 Justin M. Grow, Secretary, Delta Apparel, Inc., 322 S. Main Street, Greenville, South Carolina 29601, or by email to justin.grow@deltaapparel.com, or by fax to (864) 232-5199. 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, our Secretary generally must receive the recommendation not less than 120 days prior to the first anniversary of the prior year annual meeting. A copy of our Bylaws may be obtained by submitting a written request to the 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. As provided in these standards, at a minimum, a nominee for our Board must (i) be over 21 years of age at the time of election; (ii) have experience in a position with a high degree of responsibility in a business

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or other organization; (iii) be able to read and understand basic financial statements; (iv) possess integrity and have high moral character; (v) be willing to apply sound, independent business judgment; and (vi) have sufficient time to devote to our Company.
We do not have a formal policy regarding Board member diversity; however, our Corporate Governance Committee considers diversity in selecting nominees for director and in the re-nomination of an incumbent director. Our Corporate Governance Committee views diversity broadly, including gender, ethnicity, differences of viewpoint, geographic location, skills, education, and professional and industry knowledge and experience, among other factors, and its goal is to nominate candidates from a broad range of experiences and backgrounds. We believe that a variety and balance of perspectives on our Board can result in more thoughtful discussions and deliberations.
In considering the re-nomination of an incumbent director, our Corporate Governance Committee reviews the director’s overall service to the Company during his or her term, including the number of meetings attended, level of participation and quality of performance, as well as any special skills or diversity that such director brings to our Board. In evaluating incumbent directors and all potential new directors, our Corporate Governance Committee considers, among other things, the candidate’s leadership, strategic, or policy-setting experience; experience and expertise that is relevant to our business; experience that provides our Board with a diversity of backgrounds; technical or other specialized expertise; and whether the candidate has high ethical character and a reputation for honesty, integrity and sound business judgment. All director candidates, whether recommended by shareholders or identified by other means, are initially screened by our Corporate Governance Committee, which may seek additional background and qualification information and qualifications ofon 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.
Shareholder Communication with Directors
Shareholders 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 Justin M. Grow, Secretary, Delta Apparel, Inc., 322 S. Main Street, Greenville, South Carolina 29601, or by email to justin.grow@deltaapparel.com, or by fax to (864) 232-5199. All such communication will be reviewed by our Secretary, who will redirect communications determined to be solicitations, junk mail, communication primarily commercial or operational in nature, or that request general information regarding the Company. All other shareholder communications will be promptly forwarded to the applicable member(s) of our Board of Directors or to the collective Board of Directors, as requested in the shareholder communication.
Issues or concerns regarding accounting, internal accounting controls or audit matters or possible violations of the Company's Ethics Policy Statement should be communicated pursuant to the terms of the Ethics Policy Statement, which is available without charge on the "Corporate Governance" tab on the "Investors" page of our website located at www.deltaapparelinc.com.
Compensation Risk Assessment
Our Compensation Committee regularly assesses the potential risks associated with our compensation programs and practices, including any risk that would be reasonably likely to have a material adverse effect on the Company. This assessment considers the risks associated with the various elements of employee compensation as well as certain design features of the compensation programs that reduce the likelihood of excessive risk taking by employees. Among these design features are reasonable performance targets tied to compensation, capped payouts of incentive compensation, a balance of cash and equity incentives, and the vesting of awards over time. The Compensation Discussion and Analysis ("CD&A") section of this Proxy Statement more fully describes our compensation philosophy and programs. We do not believe our compensation programs encourage excessive or inappropriate risk taking.

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Compensation Committee Interlocks and Insider Participation
David T. Peterson, James A. Cochran, Sam P. Cortez, and Robert E. Staton, Sr. served on our Compensation Committee during fiscal year 2014 and the Transition Period. All of the members of our Compensation Committee are non-employee directors of the Company and are not former officers or employees of the Company or its subsidiaries. During fiscal year 2014 and the Transition Period,2017, no executive officer of the Company served as a member of the board or compensation committee of an entity one of whose executive officers served on the Board or Compensation Committee of our Company.

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 Directorspotential or actual conflicts of interest. Our Board has adopted written policies and procedures with respect to related partythese transactions that can be accessed on the "Corporate Governance"“Corporate Governance” tab of the "Investors" page of our website located at www.deltaapparelinc.com. Pursuant to these policiesOur policy defines related party transactions and procedures,provides a list of transactions which are excluded from the Audit Committee reviews all relationshipspolicy, such as executive officer compensation, director compensation, and transactions in which our Company and its directors, executive officers or their immediate family members are participants to determine whether such persons have a direct or indirect material interest.where all security holders receive proportional benefits. On an annual basis, each director and named executive officer is obligated to complete a Director and Officer Questionnairequestionnaire 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. In addition, our Audit Committee's charterOur related party transactions policy requires that members of ourthe Audit Committee review and approve allproposed related party transactions, for which such approval isand 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 law, including applicable SEC regulationslisting requirements of the NYSE American exchange. Our policy is to approve a related party transaction only if it is in, or not inconsistent with, the best interests of the Company and NYSE MKT standards. Our Boardits shareholders. When reviewing a proposed transaction, the Audit Committee is to consider, among other factors, whether the terms of Directors is committed to upholding the highest legaltransaction are fair and ethical conduct in fulfilling its responsibilitieson 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 recognizes thatwhether it would represent an improper conflict of interest based on several specified criteria. The Company has not entered into any related party transactions can present a heightened risk of potential or actual conflicts of interest.which are required to be disclosed in the proxy statement.
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
TitleStock Ownership Requirement
Chief Executive Officer4 times annual base salary
Chief Financial Officer2 times annual base salary
Chief Operating Officer2 times annual base salary
The covered executives are granted certain time periods within which to gain compliance with the ownership requirements and are subject to mandatory share retention provisions until compliance is achieved. Our Corporate Governance Committee is responsible for monitoring compliance with these guidelines. As of September 30, 2017, these ownership requirements were satisfied by the applicable covered executives.


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
As of December 11, 2017, none of the Company's directors served on more than one other public company board of directors.





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STOCK OWNERSHIP OF MANAGEMENT
AND PRINCIPAL SHAREHOLDERS

Management
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 12, 2014,11, 2017, by (i) our current directors, (ii) the executive officers named in the Summary Compensation table and (iii) all of our current directors and executive officers as a group. 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
As of December 12, 201411, 2017
          
Directors and Executive Officers
Common Stock
Beneficially
Owned
Excluding Options
Option Shares
Currently
Exercisable or
Exercisable
within 60 Days
Percentage
Including Options
Common Stock
Beneficially
Owned
Percentage
#%#%
          
James A. Cochran6,875
 (1)
 *
 
Steven E. Cochran (2)
16,111
 
 *
 
J. Bradley Campbell5,000
 *
 
Sam P. Cortez6,275
 
 *
 13,375
 *
 
Dr. Elizabeth J. Gatewood10,913
 
 *
 17,413
 *
 
Dr. G. Jay Gogue5,875
 
 *
 12,375
 *
 
Justin M. Grow2,456
 *
 
Robert W. Humphreys456,545
 250,000
 8.9% 540,155
 7.4% 
Deborah H. Merrill41,146
 82,000
 1.6% 78,150
 1.2% 
David T. Peterson27,478
 
 *
 
Suzanne B. Rudy4,125
 
 *
 
Robert E. Staton, Sr.7,125
 
 *
 13,625
 *
 
Martha M. "Sam" Watson86,054
 96,000
 2.3% 
All current directors and executive officers as a group (11 persons)668,522
(3)428,000
 13.9% 
A. Alexander Taylor, II8,700
 *
 
David G. Whalen2,500
 *
 
All current directors and executive officers as a group (10 persons)693,749
(1)9.5% 
          
* Less than 1% of the shares deemed outstanding.          

(1)These shares are pledged as security.

(2)On July 28, 2014, Steven E. Cochran resigned from his position as President and Chief Operating Officer of the Company.

(3)Includes all shares deemed to be beneficially owned by any current director or executive officer.



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Principal Shareholders
The following table sets forth the number of shares of our common stock we believe to be beneficially owned as of December 12, 2014,11, 2017, by each individual or entity, excluding our current officers and 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 12, 201411, 2017
       
 
Common Stock
Beneficially
Owned
Excluding Options
Option Shares
Currently
Exercisable or
Exercisable
within 60 Days
Percentage
Including Options
5% Shareholders

##%
Aegis Financial Corporation
Scott L. Barbee
6862 Elm Street, Suite 830 McLean, VA 22201
824,590
(1)
 10.46% 
Franklin Resources, Inc.
Franklin Advisory Services, LLC
Charles B. Johnson
Rupert H. Johnson, Jr.
One Franklin Parkway
San Mateo, CA 94403
800,000
(2)
 10.15% 
Wilen Management Company, Inc.
14551 Meravi Drive Bonita Springs, Florida 34135
738,456
(3)
 9.37% 
Dimensional Fund Advisors LP
Palisades West, Building One
6300 Bee Cave Road
Austin, TX 78746
699,934
(4)
 8.88% 
E. Erwin Maddrey, II
233 North Main Street, Suite 200
Greenville, SC 29601
698,471
 
 8.86% 
Greenwood Investments, Inc.
Steven Tannenbaum Greenwood Capital Limited Partnership MGPLA, L.P. PVF-ST, LP 200 Clarendon Street - 25th Floor
Boston, MA 02116
603,334
(5)
 7.65% 
Wells Fargo & Company
Wells Capital Management Incorporated Wells Fargo Funds Management, LLC Wells Fargo Advisors, LLC 420 Montgomery Street
San Francisco, CA 94163
499,034
(6)
 6.33% 
     
 Common Stock
Beneficially
Owned
Percentage
5% Shareholders#%
Wilen Investment Management Corp.
14551 Meravi Drive
Bonita Springs, Florida 34135
703,085
(1)9.3% 
Dimensional Fund Advisors LP
Building One
6300 Bee Cave Road
Austin, TX 78746
650,974
(2)8.6% 
E. Erwin Maddrey, II
233 North Main Street, Suite 200
Greenville, SC 29601
623,495
(3)

8.5% 
Wells Fargo & Company
420 Montgomery Street
San Francisco, CA 94163
619,466
(4)

8.1% 
Blackrock Inc.
55 East 52nd Street
New York, NY 10055
534,926
(5)

7.0% 
Franklin Resources, Inc.
Charles B. Johnson
Rupert H. Johnson, Jr.
One Franklin Parkway
San Mateo, CA 94403
Franklin Advisory Services, LLC
55 Challenger Road, Suite 501
Ridgefield Park, NJ 07660
455,100
(6)6.0% 
Greenwood Investments, Inc.
Steven Tannenbaum
Greenwood Capital Limited Partnership
ST Partners LLC
222 Berkeley Street, 12th Floor
Boston, MA 02116
440,418
(7)5.8% 
(1)The information set forth above is based on an amendment to a Schedule 13G filed by Aegis Financial Corporation (“Aegis”) with the SEC on October 10, 2014, with respect to the Company's common stock. In the amendment to Schedule 13G, Aegis reported that it and Scott L. Barbee (who has the same business address as Aegis) have shared power to vote and/or dispose of the shares disclosed above.
(2)The information set forth above is based on a Schedule 13G filed by Franklin Resources, Inc. (“FRI”), Charles B. Johnson, Rupert H. Johnson, Jr., and Franklin Advisory Services, LLC with the SEC on September 10, 2014, with respect to the Company's common stock. In the Schedule 13G, FRI reported that the shares are beneficially owned by one or more open-end or closed-end investment companies or other managed accounts that are clients of investment managers that are direct and indirect subsidiaries of FRI. The Schedule 13G reported that investment management contracts may delegate to the applicable subsidiary(ies) investment or voting power over the securities that are subject to the investment management contracts. Accordingly, such subsidiary(ies) may be deemed to be the beneficial owner of the shares disclosed above. The Schedule 13G reported that Charles B. Johnson and Rupert H. Johnson, Jr. (the “FRI Principal Shareholders”) each own in excess of 10% of the outstanding common stock of FRI and are the principal shareholders of FRI and may be deemed to be the beneficial owners of securities held by persons and entities for which FRI subsidiaries provide investment services. FRI, the FRI Principal Shareholders and the investment advisory subsidiaries disclaim any beneficial ownership in the shares and believe that they are not acting as a “group” for purposes of Rule 13d-5 of the Securities Exchange Act of 1934, as amended. The Schedule 13G also reported that the voting and investment powers held by Franklin Mutual Advisors, LLC, an indirect wholly-owned subsidiary of FRI, are exercised independently from FRI and all other subsidiaries.
(3)The information set forth above is based on an amendment to a Schedule 13G filed by Wilen Investment Management Corp. (“Wilen”) with the SEC on January 28, 2014,February 13, 2017, with respect to the Company's common stock. Wilen reported that it has sole power to vote and/or dispose of the shares disclosed above.above-referenced shares.

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(4)(2)The information set forth above is based on an amendment to a Schedule 13G filed by Dimensional Fund Advisors LP (“Dimensional”) with the SEC on February 10, 2014,9, 2017, with respect to the Company's common stock. In the amendment to Schedule 13G, Dimensional reported that it has sole voting power with respect to 694,667646,246 of the above-referenced shares disclosed above and sole dispositive power with respect to all of the shares disclosed above.above-referenced shares. In the amendment to Schedule 13G, Dimensional reported that it furnishes investment advice to four investment companies and serves as investment manager or sub-adviser to certain other commingled funds, group trusts and separate accounts. The amendment to Schedule 13G reported that all of the above-referenced shares disclosed above were owned by such investment companies, funds, trusts and/or accounts. The Schedule 13G reportedaccounts and that Dimensional disclaims beneficial ownership of such securities.
(5)(3)The information set forth above is based on a Schedule 13G jointly filedinformation provided to us by Greenwood Investments, Inc., Steven Tannenbaum, Greenwood Capital Limited Partnership, MGPLA, L.P., and PVF-ST, LP (each of which has the same business address as Greenwood Investments, Inc.) with the SEC on February 14, 2014, with respect to the Company's common stock. In the Schedule 13G, Greenwood Investments, Inc. and Steven Tannenbaum reported that each has sole power to vote and/or dispose of the shares disclosed above.Mr. Maddrey.
(6)(4)The information set forth above is based on a Schedule 13G filed by Wells Fargo & Company (“Wells”) with the SEC on its own behalf andJanuary 27, 2017, with respect to the Company's common stock. Wells filed the Schedule 13G on behalf of its subsidiaries Wells Fargo Clearing Services, LLC, Wells Capital Management Incorporated, Wells Fargo Funds Management, LLC, and Wells Fargo Advisors, LLC withBank, National Association. In the SEC on January 27, 2014, with respect to the Company's common stock.Schedule 13G, Wells reported that it has sole voting and sole dispositive power with respect to 34,611 of the above-referenced shares, disclosed above, shared voting power with respect to 432,420184,788 of the above-referenced shares, disclosed above, and shared dispositive power with respect to 499,031614,855 of the above-referenced shares. The Schedule 13G reported that Wells Capital Management Incorporated beneficially owns 614,855 of the above-referenced shares and has shared voting power with respect to 546,188 of the above-referenced shares and shared dispositive power with respect to 614,855 of the above-referenced shares. The address of Wells Capital Management Incorporated is 525 Market St., 10th Floor, San Francisco, CA 94105
(5)The information set forth above is based on a Schedule 13G filed by Blackrock Inc. (“Blackrock”) with the SEC on January 30, 2017, with respect to the Company's common stock. In the Schedule 13G, Blackrock reported that it has sole voting power with respect to 528,949 of the above-referenced shares and sole dispositive power with respect to all of the above-referenced shares.
(6)The information set forth above is based on an amendment to Schedule 13G filed by Franklin Resources, Inc. (“FRI”), Charles B. Johnson, Rupert H. Johnson, Jr., and Franklin Advisory Services, LLC with the SEC on February 7, 2017, with respect to the Company's common stock. In the amendment to Schedule 13G,


FRI reported that the shares are beneficially owned by one or more open-end or closed-end investment companies or other managed accounts that are clients of investment managers that are direct and indirect subsidiaries of FRI. The amendment to Schedule 13G reported that investment management contracts may delegate to the applicable subsidiary(ies) investment or voting power over the securities that are subject to the investment management contracts. Accordingly, such subsidiary(ies) may be deemed to be the beneficial owner of the shares disclosed above. The amendment to Schedule 13G reported that Charles B. Johnson and Rupert H. Johnson, Jr. (the “FRI Principal Shareholders”) each own in excess of 10% of the outstanding common stock of FRI and are the principal shareholders of FRI and may be deemed to be the beneficial owners of securities held by persons and entities for which FRI subsidiaries provide investment management services. FRI, the FRI Principal Shareholders and the investment advisory subsidiaries disclaim any beneficial ownership in the shares and believe that they are not acting as a “group” for purposes of Rule 13d-5 of the Securities Exchange Act of 1934, as amended. The amendment to Schedule 13G also reported that the voting and investment powers held by Franklin Mutual Advisors, LLC, an indirect wholly-owned subsidiary of FRI, are exercised independently from FRI and all other subsidiaries.
(7)The information set forth above is based on an amendment to Schedule 13G jointly filed by Greenwood Investments, Inc., Steven Tannenbaum, Greenwood Capital Limited Partnership, and ST Partners LLC (each of which has the same business address as Greenwood Investments, Inc. and which are collectively referred to herein as "Greenwood") with the SEC on February 14, 2017, with respect to the Company's common stock. In the amendment to Schedule 13G, Greenwood reported that: (i) Greenwood Capital Limited Partnership beneficially owns 410,418 of the above-referenced shares; (ii) ST Partners LLC beneficially owns 30,000 of the above-referenced shares, (iii) Greenwood Investments, Inc., as the sole general partner of Greenwood Capital Limited Partnership, beneficially owns 410,418 of the above-referenced shares, and (v) Mr. Tannenbaum, as the president of Greenwood Investments, Inc. and the manager and sole member of ST Partners LLC, beneficially owns all of the above-referenced shares. 
Section 16(a) Beneficial Ownership Reporting Compliance
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 Securities Exchange Act of 1934, as amended, which requires them to file reports with the SEC regarding their beneficial ownership and changes in beneficial ownership of our common stock. To our knowledge, all Section 16(a) filing requirements applicable to the Company's directors, named executive officers, and 10% shareholders were satisfied during fiscal year 2014 and the Transition Period.2017.



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EXECUTIVE OFFICERS
WeOur current executive officers are listed below, which we refer to the following individuals as our "named executive officers" or "NEO's" in the Compensation Discussion and Analysis section and elsewhere in this Proxy Statement. Certain information regarding our named executive officers is provided below. These individuals are appointed to serve at the discretion of our Board. As previously disclosed in a Form 8-K we filed with the SEC on August 1, 2014, Steven E. Cochran resigned from his position as President and Chief Operating Officer of the Company as of July 28, 2014. The primary business address for all currenteach of our named executive officers is 322 S. Main Street, Greenville, South Carolina 29601. Mr. Cochran's primary business address was 2750 Premiere Parkway, Suite 100, Duluth, Georgia 30097.
Robert W. Humphreys 
Chairman & Chief Executive Officer
Age: 5760
Mr. Humphreys is the Chairman and Chief Executive Officer of Delta Apparel, Inc. He was namedhas served as Chairman of our Board in Junesince 2009. Mr. Humphreys previously served Delta Apparel, Inc. as President and Chief Executive Officer for more than 10 years. From April 1999 until December 1999, Mr. Humphreys served as President of the Delta Apparel division of Delta Woodside Industries, Inc. In 1998, he was named Vice President of Finance and Assistant Secretary of Delta Woodside Industries, Inc. and served in that capacity until November 1999. From 1987 to May 1998, Mr. Humphreys served as President of Stevcoknit Fabrics Company, the former knit fabrics division of a subsidiary of Delta Woodside Industries, Inc. Mr. Humphreys has over 2628 years of experience in the textile and apparel industry, including senior leadership roles in operations and finance.
Deborah H. Merrill 
Vice President, Chief Financial Officer and Treasurer& President, Delta Basics
Age: 4144
DeborahMs. Merrill has served Delta Apparel, Inc. since 1998 and has been Vice President, Chief Financial Officer and Treasurer of the Company since 2006.2006 and President, Delta Basics since January 2016. In addition, Ms. Merrill also currently serveshas served in a management andan oversight role for Art Gun, LLC, a wholly-owned subsidiary of Delta Apparel, Inc.the Company, since the Company's 2014 fiscal year. Ms. Merrill was previously served as the Assistant Secretary of the Company from 1999 to 2006. During2006 and during that time she also served as Vice President, Chief Accounting Officer,in various financial and Treasurer from March 2006 until July 2006; Director of Corporate Reporting, Planning and Administration of the Company from 2004 to 2006; and Director of Accounting and Administration of the Company from 2000 to 2004.accounting roles. Previously, she had been Director of Accounting and Administration of the Delta Apparel division of Delta Woodside Industries, Inc. from 1999 to 2000, and Accounting Manager of its Delta Apparel division from 1998 to 1999. Before joining Delta Apparel in 1998, she served as the Logistics Controller for GNB Technologies, a battery manufacturing company, and as an Auditor for Deloitte & Touche LLP.
Martha
Justin M. WatsonGrow 
Vice President and Chief Human Resources Officerof Administration, General Counsel & Corporate Secretary
Age: 6145


Martha Watson
Mr. Grow has served the Company as General Counsel since October 2011, as Corporate Secretary since November 2012, and as Vice President and Chief Human Resources Officer of Delta Apparel, Inc.Administration since November 2012. From 2000 to November 2012, Ms. Watson served as the Company's Vice President and Secretary of Delta Apparel. From May 2009 to December 2010, Ms. Watson also served as the President of Junkfood Clothing Company, a wholly-owned subsidiary of Delta Apparel, Inc. Prior to joining Delta Apparel, Inc., Ms. Watson was President of Carolina Benefit Services, a payroll company, from September 1999 through 2000, and Vice President of Operations for Sunland Distribution, Inc., a public warehousing company, from January 1999 to September 1999. From 1990 to 1999, Ms. Watson was Director of Human Resources for Stevcoknit Fabrics Company, and from 1987 to 1990 she held a similar position with Delta Apparel, Inc., both of which, at the time, were divisions of Delta Woodside Industries, Inc.
Steven E. Cochran
President and Chief Operating Officer
Age: 47

2016. Mr. Cochran served as President and Chief Operating Officer Delta Apparel, Inc. from January 2013 through his July 28, 2014, resignation from the Company. Mr. CochranGrow previously served as President of the Company's Activewear division from 2010 to January 2013.Assistant Corporate Secretary. Prior to joining the Company, Mr. Cochran was PresidentGrow served as Assistant General Counsel for ScanSource, Inc., a Fortune 1000 technology distributor, from April 2007 to October 2011, and as Corporate Counsel for 3V, Inc. and director of the Image Apparel Division of V.F. Corporation, a branded apparel company, and served in that capacityits human resources function from October 2005 until 2009. From 2002 to April 2007. Prior to October 2005, Mr. Cochran was Senior Vice President of Field Operations at Lesco, Inc.,Grow worked for several years as an associate with the law firm Ogletree, Deakins, Nash, Smoak & Stewart, P.C. and as a turf supply company. Mr. Cochran began his career at Cintas Corporation, a leading provider of career apparel where he served in various capacities from 1997 to 2002, including Vice President, Marketing, Merchandising and Strategy, and then as Director of National Accounts for Cintas' UTY Division. Mr. Cochran is not related to Company director James A. Cochran.partner with the law firm Murphy & Grow, P.C.



    

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COMPENSATION DISCUSSION AND ANALYSIS
As previously disclosed in a Form 8-K we filed with the SEC on August 28, 2013, our Board of Directors determined on August 26, 2013, that our fiscal year end will change from June to September (the "Fiscal Year Change"). Accordingly, our fiscal year now begins on the Sunday closest to September 30 each year and ends on the Saturday closest to September 30 each year. This change resulted in an approximately three-month transition period from June 30, 2013, through September 28, 2013, to bridge the period between the end of our 2013 fiscal year and the beginning of our 2014 fiscal year on September 29, 2013. This transition period is referred to as the "Transition Period" throughout this Compensation Discussion and Analysis ("CD&A").
This CD&A discusses the material elements of compensation earned by, paid to or awarded to each of our named executive officers during our fiscal year ended September 27, 2014, as well as the Transition Period,30, 2017, 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 2012, 2013 and 20142017 fiscal years as well as our Transition Period.year.
Executive Summary
Delta Apparel, Inc. is an international apparel design, marketing, manufacturing and sourcing company that features a diverse portfolio of lifestyle basic and branded activewear apparel, headwear and headwear.related accessory products. We specialize in selling casual and athletic products through a variety of distribution channels and distribution tiers, including specialty stores, boutiques, department stores, mid-tier and mass channels, college bookstoreschains, e-retailers and the U.S. military. Our products also are made available direct-to-consumerdirectly to consumers on our eCommerce websites at www.saltlife.com, www.soffe.com, www.junkfoodclothing.com, www.saltlife.comwww.coastapparel.com and www.deltaapparel.com.www.deltaapparel.com, and via various "brick and mortar" retail locations in the United States. We design and internally manufacture the majority of our products, which allows us to offer a high degree of consistency and quality control as well as to leverage scale efficiencies. We have manufacturing operations located in the United States, El Salvador, Honduras and Mexico and use domestic and foreign contractors as additional sources of production.employ approximately 7,700 people worldwide. 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 received overwhelming support at our 2013prior annual meeting of shareholders on February 9, 2017, with approximately 99%100% of the voting shares cast in favor of our executive compensation programs. We have considered those results in determining our executive compensation decisions, programs and policies. Our executive compensation programs and policies during fiscal year 2014 and the Transition Period2017 generally remained consistent with those presented at our 2013February 9, 2017, annual meeting of shareholders. The following table sets forth some of the key features of our programs:
Key Features of Our Executive Compensation Programs
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We pay for performance and place a significant portion of executive officer compensation "at risk" 
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We do not allow hedging, puts, calls or similar derivative transactions related to our stock
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We cap the amount of cash incentive compensation and equity awards that an executive may receive in any year 
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We do not reprice stock options and do not exchange "underwater" options for cash
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We consider relevant external markethave robust stock ownership guidelines for certain executive positions and peer company data in establishing compensationdirectors 
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We do not provide guaranteed cash bonuses to our named executive officers
We have robust stock ownership guidelines for key executive positions and directors
We do not provide multi-year severance benefits in our employment agreements
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We have double trigger change in controlchange-in-control cash severance benefits in our executive employment agreements 
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We do not offer a defined benefit pension plan
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We pay reasonable salaries and provide appropriate benefits to our executives 
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We do not offer a supplemental executive retirement plan
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We generally provide a blend of shortshort-term and long-term incentive opportunities as well as a blend of cash and equity incentive opportunities 
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We do not provide our executives with perquisites or other personal benefits beyond what we generally provide other employees
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Our Compensation Committee is made up entirely of independent directors and is empowered to select and engage its own independent advisors  


The principal elements of our named executive officer compensation program are base salary, performance-based annual cash incentives, service-based and performance-based equity incentives, and the employee benefits provided to our other full-time domestic employees. We utilize a mixcombination of the foregoing elements with the ultimate goals of aligning the short-term and long-term interests of our executives with those of our shareholders and attracting, retaining and appropriately rewarding executive management talent. It is extremely

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important to us that the compensation of our named executive officers be directly linked to Company performance without encouraging excessive or unnecessary risk-takingrisk in the decisions made by our executives. To effectively link pay with performance, our Compensation Committee believes that a significant portion of our named executive officer compensation must be "at risk", or not guaranteed, and directly tied to the financial success of the Company.
InWe placed primary emphasis on earnings before interest and taxes, or "EBIT", and return on capital employed, or "ROCE", in evaluating and monitoring Company performance relative to the compensation of our executives in fiscal year 20142017. We define EBIT as our revenue less expenses, excluding interest and the Transition Period, we placed primary emphasis on the return on capital employed, or "ROCE", financial metric.taxes. ROCE is defined as our earnings before interest and taxesEBIT as a percentage of our 12-month average capital employed.employed,


with capital employed generally being equity plus debt, net of cash, cash equivalents and deferred taxes. We believe that ROCE strikes an appropriatethese metrics strike a proper balance between generating financial returnsprofits and the efficient allocation ofefficiently allocating our capital.
The discussion below is intended to assist you in understanding the information provided in this Executive Summary 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 CD&A and accompanying tables, we believe our executive compensation programs are designed to properly support our Company goals and encourage profitable growth for our business.
Key Executive Compensation Developments in Fiscal Year 2014Performance and Transition PeriodPay Implications
As discussed above, on August 26, 2013, our fiscal year end was changed from JuneWe believe that the compensation programs offered to September. This Fiscal Year Change occurred after fiscal year measurement periods applicable to performance-based cash and equity incentive compensation opportunities for our named executive officers had already begun. Ourcontinue to align with our performance-based compensation philosophy. We also believe that our emphasis on performance-based compensation continues to be reflected in the compensation paid to our named executive officers. For example, in our 2015 fiscal year, Mr. Humphreys forfeited approximately 5,200 shares of common stock due to the Company's ROCE coming in below the target threshold set by our Compensation Committee determined thatfor his equity award. In contrast, in fiscal years 2016 and 2017, the measurement periodsCompany 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 cash and equity incentive compensation opportunities would remain onyears. The same dynamic is evident in our prior fiscal year end cycle and be unaffected by the Fiscal Year Change. Accordingly, the performance-based cash incentive opportunities forplans tied to our consolidated EBIT performance, with our named executive officers described in this CD&A covernot receiving the period from June 30, 2013, through June 28, 2014 (our 2014 fiscal year before the Fiscal Year Change), which represents the approximately three-month Transition Period and the initial approximately nine monthsfull target amount of our fiscal year 2014. In addition, the one-year performance-based equity awards previously granted to Robert W. Humphreys, our Chairman and Chief Executive Officer, with a measurement period of June 30, 2013, through June 28, 2014 (our 2014 fiscal year before the Fiscal Year Change), were unaffected by the Fiscal Year Change and the two-year performance-based and service-based equity awards previously granted to our other named executive officers with a measurement period of June 30, 2013, through June 27, 2015 (our 2014 and 2015 fiscal years before the Fiscal Year Change), remain unaffected by the Fiscal Year Change. All performance-basedcash incentive compensation opportunities for our named executive officers with measurement periods beginning after the Fiscal Year Change are now based on our new September fiscal year cycle.
Fiscal Year 2014 and Transition Period Performance and Pay Implications
Following 10 consecutive years of sales growth, the markets in which we compete presented unique challenges for our businesses in fiscal year 2014. Beginning with a lackluster holiday season for apparel retailers and continuing through our Spring and Summer selling seasons and beyond, unusually weak market conditions negatively effected consumer purchases of apparel products. As with many apparel companies and small to mid-sized brands, these extended soft market conditions resulted in a heavy promotional, or discounting, environment for our products, which unfavorably impacted our sales and performance.
In response to these difficult business conditions, our executive team initiated a reorganization of key business functions in the fourth quarter of fiscal year 2014 to reduce fixed costs and streamline our administrative workforce. These adjustments to our fixed cost structure resulted in a de-layering of our management structure and we believe it has positioned us to further leverage our back-office functions and information technology systems and, as conditions improve, for incremental sales growth to have a greater impact on our profitability. Our executive team was also effective in guiding the Company's focus during the Transition Period and fiscal year 2014 on improved supply chain and manufacturing efficiencies, lower product costs and reduced operating capital required for our businesses, and they also led us to several other significant milestones and accomplishments during those periods, including the following:
The acquisition and successful integration of Salt Life into our brand portfolio, with significant post-acquisition growth in our Salt Life business from revenue, geographic and retail outlet perspectives, as well as further expansion of the Salt Life brand, including the opening by our Salt Life restaurant licensee of a signature Salt Life Food Shack restaurant in St. Augustine, Florida;
A transition to new leadership and refreshed product lines and marketing campaigns in our Soffe business as well as completion of the modernization of the screen-printing operations in our Soffe business;
The consolidation of some domestic fabric production for basic t-shirts into our lower-cost platform in Honduras and the expansion of our lower-cost sewing and textile operations in Honduras;

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Completion of the consolidation of our college bookstore businesses into our The Game business unit;
Product line expansion in our basics segment, including the introduction of a new fleece line;
The opening of a flagship retail store for our Junk Food brand on iconic Abbot Kinney Boulevard in Venice, California;
The repurchase of approximately 208,022 shares of our Company stock for approximately $3.3 million;
Significant growth in our Art Gun business, with an annual sales increase of approximately 23%; and
The establishment of third-party distribution operations in Dallas, Texas to better serve significant markets for our basic t-shirt product business.
Despite these accomplishments, which we believe should position our Company for a return to profitable growth as our markets stabilize and improve, our ROCE for the 12-month period ended June 28, 2014, was below the minimum ROCE level set for the Company by our Compensation Committee with respect to executive compensation. Because we did not reach this minimum ROCE objective, our named executive officers did not receive any of the cash incentives for which they were eligible for such period. Moreover, Mr. Humphreys, our Chief Executive Officer, did not receive any2015 fiscal year because our EBIT was below the applicable target level. In contrast, our named executive officers received more than the target amount of the equitycash incentive compensation for which hethey were eligible for fiscal year 2016 because our EBIT was eligibleabove the applicable target level. For fiscal year 2017, our consolidated EBIT was substantially in line with the same period due toapplicable target level and the cash incentive compensation earned by our ROCE being belownamed executive officers was near the minimum level.the aggregate target amount for which they were eligible.
More detail regarding the compensation of our named executive officers can be found within the Summary Compensation Tabletable located within this Proxy Statement.
Compensation Philosophy and Objectives
Our approach to executive compensation continues to be defined by the following primary objectives:
1.Aligning the interests of our shareholders and executives;
2.Establishing a strong link between executive pay and Company performance; and
3.Attracting, retaining and appropriately rewarding executive management talent in line with market practices.
Alignment of Shareholder and Executive Interests
Our executive compensation program elements are aligned with the interests of our shareholders in several key respects. The annual cash incentive compensation for which our executives were eligible for the 12-month period ended June 28, 2014,fiscal year 2017 was primarily contingent on the Company's achievement of aggressive yet realisticEBIT goals that we believe were reasonable but challenging given the current market conditions. We continue to believe that EBIT is a useful financial metric for evaluating how effectively the Company generates profits from its operations. The performance-based equity incentive compensation for which Mr. Humphreys was eligible in fiscal year 2017 and the performance-based equity awards in which Ms. Merrill and Mr. Grow were eligible to vest based on fiscal year 2016 and 2017 performance were both contingent upon what we believe to be properly balanced ROCE goals. The Company has utilized ROCE as a performance metric for many years and we continue to believe that ROCE is a balanced financial performance metric that effectively incorporates the goals of increasing earnings and the efficient use ofefficiently using capital, and also effectively aligns shareholder and executive interests.
For several years now, the equity incentives awarded to our executives have consisted entirely of service-based restricted stock units and/or performance units that are naturally linked to the value of our stock.units. A significant portion of these equity incentive awards areis based entirely on the Company's performance with respect to ROCE. All of the equity incentive awards for which our Chief Executive OfficerMr. Humphreys was eligible in fiscal year 2017 and all of the equity awards for which he is eligible in fiscal years 2018, 2019 and 2020 are based on the Company's performance with respect to ROCE.
In addition, the Company's stock ownership and retention guidelines, as described in the "Corporate Governance" section of this Proxy Statement, require certain of our executives, including our Chief Executive Officer and Chief Financial Officer, to maintain a significant ownership stake in the Company, thus linking their long-term interests with those of our shareholders. Our executives are also subject to the prohibitions in our insider trading policy with respect to short selling and other speculative and derivative trading activities as well


as hedging transactions with respect to our stock. We believe these restrictions, coupled with our stock ownership guidelines and the structure of our incentive compensation programs, effectively dovetailalign executive and shareholder interests.


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Link Between Executive Pay and Performance
ToAs noted above, to more effectively link executive pay with the performance of the Company, our Compensation Committee believes that a significant portion of our named executive officer compensation must be "at risk" based on objective and predetermined financial performance criteria. The compensation paid tofor which our named executive officers were eligible in fiscal year 2014 and the Transition Period2017 reflects our strong commitment to this pay-for-performance philosophy.
Approximately 46% of the aggregate target cash compensation for which our Chief Executive OfficerMr. Humphreys was eligible forin the 12-month period ended June 28, 2014, was entirely at risk and contingent on the Company's financial performance. Moreover, 100% of the equity compensation for which our Chief Executive Officer was eligible during the same period was entirely at risk and contingent on the Company's financial performance. With respect to our other named executive officers, on average, 31% of their aggregate target cash compensation for the applicable period2017 fiscal year was entirely at risk and contingent on the Company's financial performance, and 50%100% of the equity incentive awardscompensation for which our current named executive officers other than our Chief Executive Officer areMr. Humphreys was eligible in the 2017 fiscal year was entirely at risk and contingent on the Company's financial performance. Approximately 41% of the aggregate target cash compensation for which Ms. Merrill was eligible for the two-year period ending June 27, 2015, is2017 fiscal year (excluding any equity awards paid in the form of cash) and approximately 23% of the aggregate target cash compensation for which Mr. Grow was eligible for the 2017 fiscal year (excluding any equity awards paid in the form of cash) were entirely at risk and contingent on the Company's financial performance. In addition, one-half of the equity compensation opportunities in which Ms. Merrill and Mr. Grow were eligible to vest based on fiscal year 2016 and 2017 performance was entirely at risk and contingent on the Company's financial performance.
Attracting, Retaining and Appropriately 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 andand/or complexity. Each named executive officer's overall responsibility level within our organization, unique skills and capabilities, long-term leadership potential, and individual performance is also considered and balanced in establishing compensation. Historic pay levels and internal pay equity considerations also factor into our executive compensation decisions.
Compensation Decision Roles
Compensation Committee
Our Compensation Committee approves all compensation for our named executive officers except our Chief Executive Officer, authorizes all awards under our stock plans, and reports its decisions to our Board. Our Compensation Committee recommends to the independent members of our Board the compensation for our Chief Executive Officer. Our Human Resources Department provides our Compensation Committee with the recommended amounts for each element of compensation, historical levels for each compensation element, and other applicable information. While the recommendations of management provide valuable guidance, our Compensation Committee ultimately makes all final decisions with respect to compensation levels and structure for our named executive officers (except for the Chief Executive Officer, which is ultimately made by our independent directors). Our Compensation Committee's charter lists the specific responsibilities of the committee and can be accessed without charge on the "Corporate Governance" page of our website at www.deltaapparelinc.com.
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 to our Human Resources Department 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.
Setting Executive Compensation
Our Human Resources Department, with input from our Chief Executive Officer, prepares recommendations for compensation for our named executive officers other than our Chief Executive Officer. Separate recommendations for the compensation of our Chief Executive Officer are also provided. Our Compensation Committee reviews these recommendations and uses them to determine base salaries and incentive compensation for our named executive officers. Our independent directors must ultimately confirm the compensation of our Chief Executive Officer.
Our Human Resources Department's compensation recommendations for fiscal year 2014 and the Transition Period were guided by a survey previously conducted internally utilizing relevant executive compensation information available in the proxy statement filings of peer companies within the apparel industry with annual revenues and earnings, employee headcount, operational scope and complexity, business models, and/or financial performance similar to ours. With respect to the peer companies included in the survey that are larger than our Company from a revenue or other standpoint, "right-sizing" adjustments were made to the data to achieve a more accurate comparison. The survey utilized compensation information available in the filings of the following peer companies:

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Under Armour, Inc.Hanesbrands, Inc.Steve Madden, Ltd.
Ennis, Inc.Maidenform Brands, Inc.True Religion Apparel, Inc.
Gildan Activewear, Inc.Oxford Industries Inc.Lululemon Athletica, Inc.
G-III Apparel Group, Ltd.
Various published and subscription-based compensation market data was also utilized in conducting the survey and in guiding the recommendations provided to our Compensation Committee. We do not directly benchmark against a specific peer company or a particular compensation or market survey, but rather utilize the data from these sources as a general guide to market compensation levels within our industry. Our Compensation Committee, at times, may also compare certain individual elements of our named executive officer compensation against other comparable publicly-traded companies in the same or related industries.
In determining the appropriate compensation levels for the applicable period, our Compensation Committee reviews the information and recommendations provided by our Human Resources Department as well as the input provided by our Chief Executive Officer regarding our other named executive officers and the performance evaluation of the Chief Executive Officer provided by our Corporate Governance Committee. In conducting its review, our Compensation Committee considers both the overall performance results of the Company and the overall need of the organization to attract, retain and motivate its executive officers.
Competitive Positioning of Executive Compensation Levels
In fiscal year 2014 and the Transition Period, our Compensation Committee established base salary and annual incentive opportunities for our named executive officers primarily with reference to the recommendations provided by our Human Resources Department based on the above-referenced framework. Generally, the target annual cash compensation (base salary plus target annual incentive compensation) for our named executive officers is intended to be within the median range of the general market data and peer company data, adjusted for each named executive officer's experience level, responsibility, job performance, unique expertise and future growth potential. Executives have the potential to earn significantly higher annual cash compensation when our actual performance significantly exceeds performance targets and significantly lower annual cash compensation if the Company's performance falls short of targets.
In making decisions with respect to any element of a named executive officer’s compensation, our Compensation Committee considers the total compensation that may be awarded to the executive, including base salary, annual cash incentive compensation and equity incentive compensation. 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.
Executive Compensation Components
The principal components of compensation for our named executive officers are:
Base salary;
Performance-based cash incentives;
Performance-based and/or service-based equity incentives; and
Other employee benefits provided to all full-time U.S. employees.employees in the United States.
Although there is no pre-established policy or target for the allocation between specific compensation components, a significant portion of our named executive officers' annual total target compensation is generally intended to be contingent on Company performance relative to performance goals established for our cash and/or equity incentive plans. We believe this approach reflects our objective of aligning the interests of our executives and shareholders and rewarding our executives based on Company performance without encouraging excessive or unnecessary risk-taking.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. The independent members of our Board also review and approve the compensation for our Chief Executive Officer. Our corporate human resources department, in consultation with our Chief Executive Officer, has traditionally provided our Compensation Committee with the recommended amounts for each element of compensation, historical levels for each compensation element, and other applicable information. While the recommendations of management provide valuable guidance, our Compensation Committee ultimately makes all final decisions with respect to compensation levels and structure for our named executive officers (except for the Chief Executive Officer, which is approved by both our Compensation Committee and our independent directors). Our Compensation Committee'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.


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.
Setting Executive Compensation
Our practice with respect to setting executive compensation for our named executive officers generally begins with our corporate human resources department, with input from our Chief Executive Officer, preparing recommendations for compensation for our named executive officers other than our Chief Executive Officer. Separate recommendations for the compensation of our Chief Executive Officer are also provided by our corporate human resources department. Our Compensation Committee reviews the information and recommendations, along with the performance evaluation of the Chief Executive Officer provided by our Corporate Governance Committee, and uses them to determine appropriate compensation levels for our named executive officers.Our Compensation Committee also considers both the overall performance results of the Company and the overall need of the organization to attract, retain and motivate its executive officers. Our independent directors must also approve the compensation of our Chief Executive Officer.
During fiscal year 2016, our Compensation Committee engaged Steven Hall & Partners to conduct a market review of the compensation levels for the positions occupied by certain of our named executive officers. Steven Hall & Partners also developed a peer group of eight companies for use in analyzing the compensation of the Company's named executive officers in fiscal year 2017. The peer group includes companies in our Global Industry Classification Standard (GICS) industry code with revenues from one-half to three times our annual revenues and/or companies with which we directly compete. The peer group includes the following companies:
Delta Apparel, Inc.     30    2014 Proxy Statement

Ennis, Inc.G-III Apparel Group Ltd.Gildan Activewear, Inc.Oxford Industries, Inc.
Perry Ellis International, Inc.Steven Madden Ltd.Superior Uniform Group, Inc.Vince Holding Corp.
TableCompetitive Positioning of ContentsExecutive Compensation Levels
Our Compensation Committee determined base salary and annual cash incentive opportunities for our named executive officers in fiscal year 2017 after reviewing the recommendations provided by our corporate human resources department as well as the above-referenced market review conducted by Steven Hall & Partners. 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.

Base Salary
Base salary is paid to our executives in cash on a semi-monthly basis throughout the year and provides a minimum, fixed level of compensation. The base salary for each named executive officer is guided by the relative salary levels for comparable positions in the apparel industry, as well as the assessed potential of the executive, the individual'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 inflation, the Company's financial performance, any change in the executive officer's responsibilities, and the executive officer's overall performance.performance, and inflation.
Our Compensation Committee has determined that, in general,With respect to enable the Company to attract, motivate and retain the executive talent necessary for long-term growth, the compensation strategy should aim to positionfiscal year 2017 base salaries competitive with similar positions within both public and private apparel companies. With respect toof our named executive officers other than our Chief Executive Officer, our Compensation Committee reviewed the recommendations and information provided by our Human Resources Department,corporate human resources department, which factored in our Chief Executive Officer's assessment of each executive's individual performance and responsibilities, and knowledge of apparel industry compensation, as well as the above-referenced market review conducted by Steven Hall & Partners, to determine appropriate base salary compensation. With respect to our Chief Executive Officer,Officer's base salary in fiscal year 2017, the recommendations and information provided by our Human Resources Departmentcorporate human resources department were reviewed along with the assessment of the Chief Executive Officer's individual performance and responsibilities by our Corporate Governance Committee as well as the above-referenced market review conducted by Steven Hall & Partners, to determine appropriate base salary compensation.


Neither Mr. Humphreys' nor Ms. Merrill's base salary increased during our 2017 fiscal year. Mr. Humphreys' employment agreement with the Company provides that he will receive a base annual salary of at least $760,000, subject to upward adjustment at the discretion of our independent directors. Each of Ms. Merrill's and Mr. Grow's employment agreements with the Company provide that they will receive a base annual salary of at least $425,000 and $190,000, respectively, both subject to upward adjustment. Mr. Grow's base annual salary was adjusted upward to $250,000 during fiscal year 2017, with the increase due primarily to an increase in job responsibilities and scope.
Base salaries for each of our named executive officers as of our 20142017 fiscal year ended September 27, 2014, are30, 2017, were as follows:

Named Executive Officer Base Salaries
For the fiscal year endedFiscal Year Ended September 27, 201430, 2017
Executive OfficerBase Salary
 
Robert W. Humphreys$760,000
 
Deborah H. Merrill$330,000
 
Martha M. Watson$295,000
 
Steven E. Cochran$420,000
(1) 
(1)Executive OfficerAmount reflects Mr. Cochran's base salary at the time of his July 28, 2014, resignation from the Company.Base Salary
Robert W. Humphreys$760,000
Deborah H. Merrill$425,000
Justin M. Grow$250,000
Salary increases in fiscal year 2014 and the Transition Period provided to our named executive officers ranged from approximately 2.4% to 3.5% to reflect performance, additional experience and responsibilities, and/or future potential. These salary increases were generally aligned with the increases given to other salaried employees. Mr. Humphreys' salary did not increase during our 2014 fiscal year or the Transition Period.
Changes in Fiscal Year 2015
We do not anticipate any base salary increases for our named executive officers in fiscal year 2015.
Annual Cash Incentive Compensation (AIC)
Our named executive officers are eligible for annual cash incentive compensation (“AIC”) that provides for the payment of cash bonuses pursuant to our Short-Term Incentive Compensation Plan. Our Short-Term Incentive Compensation Plan is designed to motivate our named executive officers and other participating salaried employees to achieve and exceed objective annual business performance goals that have been established before or during the first quarter of the applicable fiscal year and to reward those employees based on such achievement. Our Compensation Committee certifies that the performance goals have been achieved prior to the payment of any AIC. Our Short-Term Incentive Compensation Plan states that no participant in the plan shall receive compensation pursuant to the plan in excess of $1.5 million during any calendar year. Our Compensation Committee may, at its discretion, adjust the actual AIC paid.
As discussed in the "Key Executive Compensation Developments in Fiscal Year 2014 and Transition Period" section of this CD&A, the Company's fiscal year end was recently changed from June to September. This change occurred as of August 26, 2013, which was after the beginning of the one-year measurement period based on our previous June fiscal year cycle that was applicable to AIC opportunities for our named executive officers. Our Compensation Committee determined that the measurement periods for these AIC opportunities would remain as is and unaffected by the Fiscal Year Change. Accordingly, the performance-based AIC opportunities for

Delta Apparel, Inc.     31    2014 Proxy Statement

Table of Contents

our named executive officers covers the approximately 12-month period consisting of the Transition Period and the initial approximately nine months of fiscal year 2014, or June 30, 2013, through June 28, 2014 (our 2014 fiscal year before the Fiscal Year Change).
Target Value
The overall AIC opportunity for our named executive officers varies depending upon the executive's position, with the target value defined as a certain dollar amount per individual. Our Compensation Committee approves the aggregate target values for the plan,AIC opportunity, as well as the individual target values for all named executive officers. Our Compensation Committee reviewedconsiders the compensation recommendations and information provided by our Human Resources Department,corporate human resources department, along with information regarding each executive's individual performance and responsibilities, to determine the appropriate target value for each executive. Mr. Humphreys' agreement with the Company provides that he will participate in the Company’s Short-Term Incentive Compensation Plan with a target value of $650,000 during fiscal years 2018, 2019 and 2020.
The target AIC values for each of our named executive officers forbased on the 12-month period ended June 28, 2014,Company's performance as a whole, or consolidated performance, in fiscal year 2017 were as follows. Our named executive officers did not have an AIC or other performance-based cash incentive opportunity during the final three months of our fiscal year 2014.follows:

Named Executive OfficerConsolidated AIC Plan Target AIC Values
For the 12-month period ended June 28, 2014Fiscal Year 2017
Executive OfficerTarget Value
Robert W. Humphreys$650,000 (or 85% of current base salary)
Deborah H. Merrill$150,000 (or 45% of current base salary)
MarthaJustin M. WatsonGrow$100,000 (or 33% of current base salary)
Steven E. Cochran (1)
$250,000 (or 59% of base salary)70,000

(1)On July 28, 2014, Steven E. Cochran resigned from his position as President and Chief Operating Officer of the Company.
Performance Goals
We do not establish performance criteria based on individual performance for each named executive officer, although we do evaluate individual performance when making compensation decisions. Rather, we believe that focusing the executive team as a group on common financial performance goals results in greater long-term success. The named executive officers each have cash incentive opportunities conditioned on the Company's achievement by the Company of objective financial goals. Under the AIC plan approved by our Compensation Committee for the 12-month period ended June 28, 2014 (our 20142017 fiscal year beforebased on the Fiscal Year Change), the components ofCompany's consolidated performance, our named executive officers' cash incentive opportunities were based primarily on the following financial performance metrics:
ROCE, which represented 100% of the target; and
Year-over-year sales growth or decline,Company's EBIT, along with a positive or negative adjustment applied to any amounts earned under the ROCE componentmultiplier based on the Company's year-over-year sales growth or decline(or decline) from fiscal year 20132016 to the 12-month period ended June 28, 2014.2017.
For the 12-month period ended June 28, 2014, our

Our Compensation Committee established the required ROCEEBIT to earn the target value at 10%, which is consistent with the rate established for fiscal year 2013.$17.5 million. The Company’s actual cost of debt, which is well below 10%, along with the risk-free interest rate environment were considered in setting theEBIT threshold required ROCE to earn the target value.A 3% ROCE was required to achieve 25% ofAIC value considered, among other things, the target value and a 21.5% or higher ROCE would have earnedconsolidated operating performance across the maximum payout of 250% ofbusiness anticipated for the target value, with scaled target value achievement for ROCE results between 3% and 21.5% or higher.
Any cash incentives earned based on the ROCE component of the AIC structure are adjusted upward or downward based on the sales growth or decline of the Company from our2017 fiscal year 2013 to the 12-month period ended June 28, 2014. If minimum performance goals are not met by the Company, there is no guaranteed cash incentive payment. If performance goals are exceeded, there is a maximum bonus payout of 250% of target values; however, our Short-Term Incentive Compensation Plan states that no participant in the plan shall receive compensation pursuant to the plan in excess of $1,500,000 during any calendar year.
The following table sets forth the AIC performance targets and calculationdetermination of actual cash incentive compensation earned in the 12-month period ended June 28, 2014,2017 fiscal year based on the consolidated financial performance of the Company. Our Compensation Committee approved scaled target value achievement for EBIT results between the minimum and maximum thresholds and, if minimum performance goals were not met by the Company, there was no guaranteed cash incentive payment. The calculation of EBIT and year-over-year sales growth (or decline) for that period:

Delta Apparel, Inc.     32    2014 Proxy Statement

Tablepurposes of Contentsdetermining our named executive officers' AIC eligibility in fiscal year 2017 excludes the operating results of our Junkfood Clothing Company business sold on March 31, 2017.


Delta Apparel, Inc. Annual Incentive CompensationConsolidated AIC Plan Results
For The 12-Month Period Ended June 28, 2014Fiscal Year 2017
ROCE (100% of Target Value)
Performance TargetsPerformance Results
ROCE LevelsVesting PercentageROCEPayout Factor
< 3%0% of target value< 3%0%
3%25% of target valueSales Growth Multiplier: N/A
10%100% of target value
21.5%250% of target value (maximum)Total Payout: 0%
EBIT (100% of Target Value)
Performance TargetsPerformance Results
EBIT LevelsPayout Percentage LevelsEBITSales Growth
Less than $13 million0% of target value$17,519,000(1.4)%
$13 million25% of target value 
$17.5 Million100% of target value  
$26.5 million or greater250% of target value (maximum)Payout Percentage: 98.9%
NoneThe 2017 fiscal year AIC payments to each of our named executive officers received AIC payments for the 12-month period ended June 28, 2014, due tobased on the Company's consolidated performance during such period.were as follows:
Changes in Consolidated AIC Plan Payments
Fiscal Year 20152017
For fiscal year 2015,
Executive OfficerTarget ValuePayment
Robert W. Humphreys$650,000$642,850
Deborah H. Merrill$150,000$148,350
Justin M. Grow$70,000$69,230
In addition to the above-referenced AIC opportunities for our named executive officers will be based entirely on the earnings before interest and taxes (EBIT) financial metric. We continue to believe that ROCE is an effective and objective financial metric upon which to base executive compensation. However, as more fully explained in the "Fiscal Year 2014 and Transition Period Performance and Pay Implications" section of this CD&A, we initiated a significant reorganization of our key business functions during the last quarter of our 2014 fiscal year, and other strategic initiatives remain under consideration for fiscal year 2015. This reorganization carries significant financial and operational implications that have uniquely impacted and will continue to uniquely impact our businesses in fiscal year 2015, and similar impacts would be expected with other strategic initiatives under consideration. As such, our Compensation Committee believes that focusing our executive team's AIC opportunities in fiscal year 2015 on generating financial returns, in the form of EBIT, will most appropriately incentivize and potentially reward our executive officers for their efforts in guiding our Company and executing on our strategy for fiscal year 2015, and will also effectively align shareholder and executive interests during such period. The target AIC dollar values for each executive officer for their AIC opportunitiesopportunity based on the consolidated performance of the Company, Ms. Merrill was eligible for an additional AIC opportunity with an aggregate target of $100,000 based solely on the performance of our Activewear business in fiscal year 2015 will remain the same as their target AIC dollar values for fiscal year 2014.
In addition, it is anticipated that2017. Ms. Merrill will devote substantial time to our Art Gun business during fiscal year 2015 in connection with her management and oversight responsibilitieswas also eligible for that business. As such, our Compensation Committee determined that it is in the best interests of the Company for Ms. Merrill to be provided a targetan AIC opportunity with an aggregate target of $125,000 that is$50,000 based solely on the performance of our Art Gun business in fiscal year 2015. As2017. The Compensation Committee determined that it was in the best interest of the Company to provide Ms. Merrill with thethese additional AIC opportunities due to the substantial time that Ms. Merrill was expected to devote to our Activewear and Art Gun businesses during fiscal year 2017 in connection with her role as President, Delta Basics and her associated management and oversight responsibilities for our named executive officersthose businesses.
Ms. Merrill's Activewear-specific AIC opportunity was based entirely on the consolidated performance of the Company,EBIT achieved by our Activewear business in fiscal year 2017. If minimum EBIT thresholds were not met by our Activewear business, there was no guaranteed cash incentive payment for Ms. Merrill. Ms. Merrill's Art Gun-specific AIC opportunity for fiscal year 2015 iswas based entirely on EBIT.the EBIT achieved by our Art Gun business in fiscal year 2017. If minimum EBIT thresholds were not met by our Art Gun business, there was no guaranteed cash incentive payment for Ms. Merrill. The EBIT thresholds required for Ms. Merrill to earn the target values under her Activewear-specific and Art Gun-specific AIC opportunities were established primarily upon the expectation that our Activewear and Art Gun businesses should achieve profitability goals in fiscal year 2017 that were reasonable but challenging given the current market conditions. Based on historical performance, our Compensation Committee believed the attainment of the target performance levels, while uncertain, could be reasonably anticipated. The minimum performance thresholds required for a payout to be made under these plans were believed to be reasonably likely to be achieved. The maximum performance thresholds applicable to these plans represent levels of performance at which our Compensation Committee determined a payout of 250% of the target would be appropriate and represent more aggressive performance goals.
The following table sets forth the calculation of the actual cash incentive compensation earned by Ms. Merrill in fiscal year 2017 based on the performance of our Activewear and Art Gun businesses, as well as the corresponding individual AIC payments to Ms. Merrill. The specific EBIT performance thresholds for Ms. Merrill's fiscal year 2017 cash incentive opportunities tied to our Activewear and Art


Gun businesses are proprietary and confidential. We believe that disclosure of these specific performance measures would represent competitive harm to us, as these measures and results are not publicly disclosed and are commercially and competitively sensitive.

Activewear AIC Plan Results and Payments
Fiscal Year 2017
EBIT(100% of Target Value)
Performance Results
Target ValuePayout Percentage Based on EBIT
$100,000192.2% of Target Value
Payment: $192,200

Art Gun AIC Plan Results and Payments
Fiscal Year 2017
EBIT(100% of Target Value)
Performance Results
Target ValuePayout Percentage Based on EBIT
$50,000223.8% of Target Value
Payment: $111,900

Equity Incentive Compensation
Our named executive officers receive equity incentive compensation designed to provide each officer with a significant incentive to manage the Company from the perspective of an owner with an equity stake in the business and to link their compensation to the Company's long-term financial success. All equity awards are granted by our Compensation Committee with the aim of creating a meaningful opportunity for stock ownership based upon the executive’s current position and level of responsibility, the assessed potential of the executive, the executive’s performance, the executive’s other forms of compensation and total compensation, any other factors that are deemed relevant to accomplish the long-term goals of the Company and, as appropriate, the recommendation of the Chief Executive Officer and/or Human Resources Department.corporate human resources function.
All stock-based awards are now granted under the Delta Apparel, Inc. 2010 Stock Plan ("2010(the "2010 Stock Plan"), which was approved by our shareholders on November 11, 2010, and has been submitted tore-approved at our shareholders for re-approval at the Annual Meeting for purposesFebruary 4, 2015, annual meeting of complying with Internal Revenue Code Section 162(m).shareholders. Under the 2010 Stock Plan, our Compensation Committee has the authority to determine to whom awards may be granted and the size and type of each award and manner in which such awards will vest. The awards available consist of stock options, stock appreciation rights, restricted stock, restricted stock units, performance stock, performance units, and other stock or cash awards. The 2010 Stock Plan limits the number of shares that may be covered by awards to any participant in a given calendar year and also limits the aggregate awards of restricted stock, restricted stock units and performance stock granted in any given calendar year. Our Compensation Committee is authorized to establish the terms and conditions of awards granted under the 2010 Stock Plan, to establish, amend and rescind any rules and regulations relating to the 2010 Stock Plan, and to make any other determinations that it deems necessary.

Delta Apparel, Inc.     33    2014 Proxy Statement


With limited exceptions, our general past practice with respect to equity awards to our named executive officers other than our Chief Executive Officer has been to make regular equity incentive grants every other year that vest on a two-year schedule based on service and/or objective performance criteria. Consistent with this practice, our Compensation Committee made equity awards to Mr. Cochran, Ms. Merrill and Ms. Watson duringMr. Grow on January 1, 2016, that vested on the Transition Period that are, infiling of our Annual Report on Form 10-K with the case ofSEC for our fiscal year ended September 30, 2017, based on service and objective performance criteria. Also consistent with this practice, our Compensation Committee made equity awards to Ms. Merrill and Ms. Watson,Mr. Grow on October 1, 2017, that are eligible to vest on a two-year schedulethe filing of our Annual Report on Form 10-K with the SEC for our fiscal year ending September 28, 2019, based on service and/orand objective performance criteria. Our current practice with respect to equity awards to our Chief Executive Officer is to provide equity incentive opportunities that vest on a one-year schedule based solely on objective performance criteria. All equity incentive awards made in fiscal year 2014 and the Transition Period were made under the 2010 Stock Plan.
As discussed in the "Key Executive Compensation Developments in Fiscal Year 2014 and Transition Period" section of this CD&A, our fiscal year end was recently changed from June to September. This change occurred as of August 26, 2013, which was after the beginning of measurement periods applicable to equity awards for our named executive officers based on our previous fiscal year cycle. More specifically, at the time of this change, Mr. Humphreys was eligible for a one-year performance-based equity award (52,000 performance units) with a measurement period of the 12-months ending June 28, 2014 (our 2014 fiscal year before the Fiscal Year Change), and our other named executive officers had previously been granted performance-based and service-based equity awards with a two-year measurement period beginning June 30, 2013, and ending June 27, 2015 (our 2014 and 2015 fiscal years before the Fiscal Year Change). Our Compensation Committee determined that the measurement periods for these equity incentive compensation opportunities would remain as is and unaffected by the Fiscal Year Change.


Chief Executive Officer
On June 6, 2012,December 5, 2014, the Company and Mr. Humphreys entered into a secondthird amendment to Mr. Humphreys' employment agreement in connection with which Mr. Humphreys received a grant of 156,000169,000 performance units that were subjecteligible to vestingvest based on future Company performance. One-thirdperformance in fiscal years 2015, 2016 and 2017. 52,000 of such performance units (52,000) were each eligible to vest upon the filing of our Annual Report on Form 10-K with the SEC for our fiscal years 2013, 2014 and 2015year 2017 based on our one-year average ROCE for those fiscal years.
The Compensation Committee established the one-year average ROCE for Mr. Humphreys to vest in 100% of the target number of shares (52,000) at 7%. Mr. Humphreys was eligible to vest in 20% of the target number of shares (10,400) if the average ROCE was 3%, 120% of the target number of shares (62,400), which is the maximum number of shares that could be earned under the award, if the average ROCE was 12% or higher, and in none of the shares if the average ROCE was less than 3%. Mr. Humphreys was eligible for pro rata share vesting based on the actual one-year average ROCE being between 3% and 12% (10,400 to 62,400 shares). Mr. Humphreys was eligible to receive shares of Company stock equal to one-half of the value of the aggregate number of any vested performance units and a cash payment equal to one-half of the value of the aggregate number of such vested performance units. No tax assistance was provided under this award.
Based upon the Company's performance in fiscal year 2013, Mr. Humphreys vested in 39,520 of the target amount of 52,000 shares for which he was eligible for that fiscal year. However, due toSee the Company's average ROCESummary Compensation table on page 37 of this Proxy Statement for information regarding the 12-month period ended June 28, 2014, being below the minimum level, Mr. Humphreys did not vest in anyvesting of thethese performance units for which he was eligible for such period. The following table sets forthin fiscal years 2015 and 2016.
On April 27, 2017, the performance targets, vesting structure and performance results for the performance units for which Mr. Humphreys was eligible based on the Company's average ROCE for the 12 months ended June 28, 2014.
Chief Executive Officer Equity Incentive Compensation Results
For The 12-Month Period Ended June 28, 2014
ROCE (100% of Target Shares)
Performance TargetsPerformance Results
ROCE LevelsVesting PercentageROCEPayout Factor
< 3%0% of target shares< 3%0%
3%20% of target shares
3% to 7%
20% to 100% of target shares (pro rata)
Total Payout: 0%
7%100% of target shares (52,000)
7% to 12%
100% to 120% of target shares (pro rata)
12%120% of target shares (maximum)
The Company and Mr. Humphreys entered into a thirdfourth amendment to Mr. Humphreys' employment agreement dated December 5, 2014, in connection with which Mr. Humphreys and the Company mutually agreed to cancel the remaining one-third of the performance units (52,000) granted to Mr. Humphreys in connection with the June 6, 2012, second amendment to his employment agreement that were

Delta Apparel, Inc.     34    2014 Proxy Statement


based on the Company's fiscal year 2015 performance. To better align Mr. Humphreys' equity incentive compensation opportunity with the Company's new September fiscal year cycle, Mr. Humphreys received a grant of 169,000126,000 performance units in connection with the December 5, 2014, third amendment to his employment agreement that are eligiblesubject to vestvesting based on future Company performance in its 2015, 2016fiscal years 2018, 2019 and 2017 fiscal years. Sixty-five thousand (65,000)2020. One-third of such performance units (42,000) are eligible to vest upon the filing of our Annual Report on Form 10-K for each of our fiscal year 2015years 2018, 2019 and 2020 based on our one-year average ROCE for that fiscal year and 52,000 performance units are each eligible to vest upon the filing of our Form 10-K for fiscal years 2016 and 2017 based on our one-year average ROCE for those fiscal years.
Our Compensation Committee established the one-year average ROCE for Mr. Humphreys to vest in 100% of the target number of shares (65,000 for fiscal year 2015 and 52,000 for each of fiscal years 2016 and 2017) at 7%. Mr. Humphreys vests in 20% of the target number of shares (13,000 for fiscal year 2015 and 10,400 for each of fiscal years 2016 and 2017) if the average ROCE is 3%, 120% of the target number of shares (78,000 for fiscal year 2015 (subject to reduction pursuant to limitations on individual awards in the 2010 Stock Plan) and 62,400 for each of fiscal years 2016 and 2017), which is the maximum number of shares that can be earned under the award, if the average ROCE is 12% or higher, and in none of the shares if the average ROCE is less than 3%. Mr. Humphreys is eligible for pro rata share vesting based on the actual one-year average ROCE being between 3% and 12% (13,000 to 78,000 shares for fiscal year 2015 (subject to reduction pursuant to limitations on individual awards in the 2010 Stock Plan) and 10,400 to 62,400 shares for each of fiscal years 2016 and 2017). With respect to the sharesunits for which Mr. Humphreys iswas eligible to vest in connection with the Company's performance in fiscal year 2015,2017, Mr. Humphreys will receivereceived shares of Company stock equal to one-half of the value of the aggregate number of any vested performance units and a cash payment equal to one-half of the value of the aggregate number of such vested performance units. With respect to the shares forunits in which Mr. Humphreys is eligible tomay vest in connection with the Company's performance in fiscal years 20162018, 2019 and 2017,2020, Mr. Humphreys will receive only shares of Company stock equal to the value of the aggregate number of any vested performance units. No tax assistance is provided under this award.award, but Mr. Humphreys may elect for the Company to deduct from any shares vesting an amount sufficient to satisfy any tax liability.
The following table sets forth the performance targets, vesting structure, and performance results for the equity incentive compensation award for which Mr. Humphreys was eligible based on the Company's average ROCE in fiscal year 2017. The calculation of ROCE for purposes of determining Mr. Humphreys' equity incentive compensation eligibility in fiscal year 2017 excluded the operating results and capital associated with our Junkfood Clothing Company business sold on March 31, 2017.

CEO Equity Incentive Compensation Opportunity Results
Fiscal Year 2017
ROCE (100% of Target Units)
Performance TargetsPerformance Results
One-Year ROCE LevelsVesting PercentageROCEVesting Percentage
< 3%0% of target units7.1%100.4%
3%20% of target units 
3% to 7%
20% to 100% of target units (pro rata)
 
7%100% of target units 
7% to 12%
100% to 120% of target units (pro rata)
Target Units: 52,000
12%120% of target units (maximum)Vested Units: 52,208


The following table sets forth the performance targets and vesting structure for the performance units for which Mr. Humphreys is eligible based on the Company's average ROCE for itsin fiscal years 2015, 20162018, 2019 and 2017:2020.

Chief Executive OfficerCEO Equity Incentive Compensation Opportunity
For Fiscal Years 2015, 20162018, 2019 and 20172020
ROCE (100%(100% of Target Shares)Units)
Performance Targets
One-Year ROCE LevelsVesting Percentage
< 3%0% of target sharesunits
3%20% of target sharesunits
3% to 7%
20% to 100% of target sharesunits (pro rata)
7%100% of target sharesunits
7% to 12%
100% to 120% of target sharesunits (pro rata)
12%120% of target sharesunits (maximum)
Other Named Executive Officers
On JulyJanuary 1, 2013,2016, Ms. Merrill was awarded16,875 service-based restricted stock units and 16,875 performance units, and Mr. Grow was awarded3,000 service-based restricted stock units and 3,000 performance units. The service-based awards to Ms. Merrill and Mr. Grow consisted of restricted stock units that were eligible to vest on the filing of our Annual Report on Form 10-K with the SEC for our fiscal year ended September 30, 2017, subject to each named executive officer's continued service from the grant date until the vesting date. Ms. Watson were each awardedan aggregate of 30,000Merrill and Mr. Grow vested in the above-referenced service-based restricted stock unitunits upon the November 28, 2017, filing of our Annual Report on Form 10-K.
The performance units awarded to Ms. Merrill and Mr. Grow were eligible to vest based on our average ROCE for the two-year period ended September 30, 2017. Any vested units were to be paid in shares of Company stock equal to one-half of the value of the aggregate number of such vested units and a cash payment equal to one-half of the value of the aggregate number of such vested units.No tax assistance was provided under this award, but Ms. Merrill and Mr. Grow could each elect for the Company to deduct from any vested shares an amount sufficient to satisfy any tax liability.
The following table sets forth the performance targets, vesting structure and performance unit awardsresults for the performance units for which Ms. Merrill and Mr. CochranGrow were eligible based on the Company's average ROCE for the two-year period ended September 30, 2017. The calculation of ROCE for purposes of determining Ms. Merrill's and Mr. Grow's eligibility for this equity incentive compensation opportunity excluded the fiscal year 2017 operating results and capital associated with our Junkfood Clothing Company business sold on March 31, 2017, as well as the expenses associated with the strategic expansion and realignment of our manufacturing platform completed during fiscal year 2016. Pro rata unit vesting applied if the actual two-year average ROCE was between 5% and 15%.
Other NEO Performance-Based Equity Incentive Compensation Opportunity
Two-Year Period Ended September 30, 2017

ROCE (100% of Target Units)
Performance TargetsPerformance Results
One-Year ROCE LevelsVesting PercentageROCEVesting Percentage
< 5%0% of target units7.3%73%
5%50% of target units 
5% to 10%
50% to 100% of target units (pro rata)
 
10%100% of target units 
10% to 15%
100% to 150% of target units (pro rata)
 
15%150% of target units (maximum) 


The target units and vesting results for Ms. Merrill and Mr. Grow in connection with the above-referenced performance-based equity incentive compensation opportunity were as follows:
Executive OfficerTarget UnitsVested Units
Deborah H. Merrill16,87512,319
Justin M. Grow3,0002,190
On October 1, 2017, Ms. Merrill was awarded an aggregate of 40,00012,000 service-based restricted stock unitunits and 12,000 performance unit awards. Half of theseunits, and Mr. Grow was awarded6,000 service-based restricted stock units and 6,000 performance units. The service-based awards to Ms. Merrill and Mr. Grow consist of restricted stock units that are eligible to vest over time and half consist of performance unitsthat vest based on Company performance. The service-based restricted stock units vest upon the filing of our Annual Report on Form 10-Q10-K with the SEC for our fiscal year ending September 28, 2019, subject to each named executive officer's continued service from the quarter ending June 27, 2015. grant date until the vesting date.
The performance units awarded to Ms. Merrill and Mr. Grow are eligible to vest based on our average ROCE for the two-year period ending June 27, 2015 (our 2014 and 2015 fiscal years before the Fiscal Year Change). Our Compensation Committee established the two-year average ROCE for vesting in 100% of the target number of shares at 10%. 50% of the target number of shares will vest if the two-year average ROCE is 5%, 150% of the target number of shares, which is the maximum number of shares that could be earned under the award, will vest if the two-year average ROCE is 15% or higher, and none of the shares will vest if the two-year average ROCE is less than 5%. There isSeptember 28, 2019, with pro rata shareunit vesting based onapplicable if the actual two-year average ROCE beingis between 5% and 15%.the performance thresholds set forth in the table below. Any vested units willare to be paid in shares of Company stock equal to one-half of the value of the aggregate number of such vested units and a cash payment equal to one-half of the value of the aggregate number of such vested units. No tax assistance is provided under this award.award, but Ms. Merrill and Mr. Cochran is no longer eligibleGrow may each elect for these awards duethe Company to his July 28, 2014, resignationdeduct from the Company.any shares vesting an amount sufficient to satisfy any tax liability.
The following table sets forth the performance targets and vesting structure for the performance units for which Ms. Merrill and Ms. WatsonMr. Grow are eligible based on the Company's average ROCE for the two-year period ending June 27, 2015:September 28, 2019:

Delta Apparel, Inc.     35    2014 Proxy Statement


Other Named Executive OfficerNEO Performance-Based Equity Incentive Compensation OpportunitiesOpportunity
For Two-Year Period Ending June 27, 2015September 28, 2019

ROCE (100%(100% of Target Shares)Units)
Performance Targets
Two-YearOne-Year ROCE LevelsVesting Percentage
< 5%0% of target sharesunits
5%50% of target sharesunits
5% to 10%
50% to 100% of target shares units ((pro rata)rata)
10%100% of target shares (15,000)units
10% to 15%
100% to 150% of target shares units ((pro rata)rata)
15%150% of target sharesunits (maximum)
OnIn addition, on November 18, 2014, Ms. Merrill was awarded 75,000 service-based restricted stock unit awards. These four-year,units and Mr. Grow was awarded 20,000 service-based restricted stock unitsunits. Ms. Merrill and Mr. Grow are generally eligible to vest uponin their respective service-based restricted stock units if each remains employed with the Company through the filing of our Annual Report on Form 10-K with the SEC for our 2018 fiscal year andyear. These service-based restricted stock units are intended to serve as an employment retention vehicle and to further align Ms. Merrill's and Mr. Grow's interests with those of our shareholders. Any vested units will be paid in shares of Company stock equal to the value of the aggregate number of such vested units. No tax assistance is provided under this award.award, but Ms. Merrill and Mr. Grow may each elect for the Company to deduct from any shares vesting an amount sufficient to satisfy any tax liability.
Other Employee Benefits
Our named executive officers receive the same employee benefits generally available to all of our full-time employees in the United States, including health insurance, dental insurance, and group life and disability insurance. In addition, our named executive officers are eligible to participate in our 401(k) plan once they meet eligibility requirements.plan. We provide our named executive officers with the same 401(k) matchmatching benefit offered to all participating employees of the Company. We do not maintain any deferred compensation or supplemental executive retirement plans.
Perquisites and Other Personal Benefits
We do not provide our named executive officers with any perquisites or other personal benefits that are not provided to our other employees in the United States.


Deductibility of Compensation Expense
Internal Revenue Service rules do not permit us to deduct certain compensation paid to certain executive officers in excess of $1 million, except to the extent such excess constitutes performance-based compensation (as defined in Section 162(m) of the Internal Revenue Code of 1986). Our Compensation Committee considers its primary goal to be the design of compensation programs that further the best interests of the Company and its shareholders. To the extent consistent with that goal, our Compensation Committee attempts to use compensation programs that preserve the tax deductibility of compensation expenses.expenses to the extent practical to do so, although we reserve the right to grant compensation that does not comply with Section 162(m). We believe that the cash bonuses paid to our employees pursuant to the shareholder approvedshareholder-approved Short-Term Incentive Compensation Plan and the performance-based equity grants made pursuant to the Company's 2010 Stock Plan qualify as performance-based compensation exempt from the $1 million deduction limit.
The option awards granted subsequent to November 2001 under the Delta Apparel Stock Option Plan ("Option Plan") and Delta Apparel Incentive Stock Award Plan ("Award Plan") may not qualify as performance-based compensation, as those plans were not approved by our shareholders. During our fiscal year 2014 and Transition Period,2017, all of the compensation paid to Mr. Humphreys, Ms. Merrill and Mr. Grow was deductible by the Company for federal income tax purposes and subject to the re-approval of the 2010 Stock Plan by our shareholders, we believecurrently anticipate that in fiscal year 20152018 all compensation paid to Mr. Humphreys, Ms. Merrill and Mr. Grow will be deductible by the Company for federal income tax purposes.
Employment Agreements
We compete for executive talent and believe that agreements providing severance and other protections play an important role in attracting and retaining key executives. We have entered into employment agreements with all named executive officers and other selected senior executives and key managers.

Delta Apparel, Inc.     36    2014 Proxy Statement


Robert W. Humphreys, our Chairman and Chief Executive Officer, has an employment agreement with the Company dated June 12, 2009, which was subsequently amended on August 17, 2011, June 6, 2012, and once again as of December 5, 2014.2014, and April 27, 2017. Ms. Merrill and Ms. WatsonMr. Grow are parties to employment agreements with the Company dated December 31, 2012. Mr. Cochran's December 31, 2012, employment agreement was amended on January 28, 2013.2015.
Employment Agreement with Chief Executive Officer
Mr. Humphreys' agreement provides that he will receive aThe base annual salary of at least $760,000, subject to upward adjustment at the discretion of our independent directors. Mr. Humphreys will participateand base participation levels in the Company’s Short-Term Incentive Compensation Plan with a base of $650,000 duringto which Mr. Humphreys is entitled in fiscal years 2015, 20162018, 2019 and 2017 with2020 pursuant to his employment agreement are set forth in the maximum payoutabove sections of $1,500,000 for any single fiscal year.the CD&A entitled "Base Salary" and "Annual Cash Incentive Compensation (AIC)", respectively. The calculation of Mr. Humphreys’ compensation under the Short-Term Incentive Compensation Plan will be the same as conducted annually for the other participants in the plan.
Mr. HumphreysHumphreys' employment agreement provides that he will also participate in the 2010 Stock Plan.
In connection with the first amendment The equity award opportunity to Mr. Humphreys' employment agreement, he received 52,000 shares of performance units that were eligible to vest based on the Company's attainment of fiscal year 2012 ROCE targets.which Mr. Humphreys did not receive any of these performance units due to the Company's ROCE being below the minimum thresholdwas entitled in fiscal year 2012. As2017 and the equity award opportunities to which Mr. Humphreys is entitled in fiscal years 2018, 2019 and 2020, both pursuant to his employment agreement, are set forth in the "Long-Term Equityabove section of the CD&A entitled "Equity Incentive Compensation" section. With respect to all of this CD&A, in connection with the second amendment to Mr. Humphreys' employment agreement, Mr. Humphreys received a grant of 156,000 performance units, one-third of which were each eligible to vest upon the filing of our Form 10-K for our fiscal years 2013, 2014 and 2015 based on our one-year average ROCE for each such fiscal year.
The Company and Mr. Humphreys entered into a third amendment to his employment agreement dated December 5, 2014,outstanding equity grants, in connection with which the Company and Mr. Humphreys mutually agreed to cancel the final one-third (52,000) of the 156,000 performance units granted to Mr. Humphreys in connection with the June 6, 2012, second amendment to his employment agreement. To better align Mr. Humphreys' equity incentive compensation opportunity with the Company's new September fiscal year cycle, Mr. Humphreys received a grant of 169,000 performance units in connection with the third amendment to his employment agreement that vest based on future Company performance in the Company's 2015, 2016 and 2017 fiscal years. Sixty-five thousand (65,000) of such performance units are eligible to vest upon the filing of our Form 10-K for fiscal year 2015 based on our one-year average ROCE for that fiscal year and 52,000 performance units are each eligible to vest upon the filing of our Form 10-K for each of our fiscal years 2016 and 2017 based on our one-year average ROCE for those fiscal years.
In the event that Mr. Humphreyshe is terminated other than for Cause (as defined in the agreement), and subject to satisfaction of the applicable performance criteria, Mr. Humphreys will receive the full equity award for the fiscal year in which his employment is terminated.
Mr. Humphreys is entitled to receive such perquisites as may be provided by the Company from time to time to executives of the Company in comparable positions and such other benefits as are customarily available to executives of the Company.
The agreement requires that Mr. Humphreys give the Company 180 days’ prior written notice of his voluntary termination of employment. The Company may terminate Mr. Humphreys’ employment with or without cause upon written notice. If the Company terminates Mr. Humphreys’ employment without causeCause (as defined in the agreement) or Mr. Humphreys terminates his employment because of a material breach of the agreement by the Company, the Company, for a period of 12 months, will continue to pay Mr. Humphreys’ base salary, will pay 100% of his Short-Term Incentive Compensation base amount for the fiscal year in which his employment was terminated, and will continue to provide the life, medical, and disability insurance provided to him prior to termination or, if different, the life, medical, and disability insurance provided to other executives during such 12-month period. The agreement provides for six months of base salary continuation to Mr. Humphreys’ estate following his death, and provides for base salary and benefits continuation for six months following termination of employment because of disability.
If within one year of a Change of Control (as defined in the agreement), Mr. Humphreys terminates his employment for Good Reason (as defined in the agreement) or the Company terminates Mr. Humphreys’ employment for any reason other than Cause (as defined in the agreement), death, or disability, then the Company must pay to Mr. Humphreys (i) an amount equal to his annual base salary in effect on the termination date, (ii) an amount equal to the full amount of the cash Short-Term Incentive Compensationincentive compensation target during the fiscal year


in which the termination occurs, (iii) all benefits under the Company’s various welfare and benefit plans for 12 months after the date of termination at levels and rates substantially equal to those applicable to him prior to such termination, and (iv) outplacement assistance.
Mr. Humphreys' agreement contains an Internal Revenue Code Section 280G “golden parachute payment savings clause” that reduces severance payments if the total amount of payments he would receive from the Company would require the Company to report an excess parachute payment.

Delta Apparel, Inc.     37    2014 Proxy Statement


Upon a terminationDuring the term of Mr. Humphreys’ employment, Mr. Humphreys is generally prohibitedagreement and for 12 months from the date of the termination of his employment, Mr. Humphreys is generally prohibited from directly or indirectly competing with the Company by providing to any company that is in a competing business services substantially similar to the services provided by him at the time of termination. A competing business is defined as any business that engages, in whole or in part, in the manufacturing or marketing of activewear apparel in the United States, and Mr. Humphreys’ employment function or affiliation is directly or indirectly in such business of activewear apparel manufacturing or marketing. The agreement also includes non-solicitation provisions that apply to employees, customers and suppliers during the term of Mr. Humphreys’ employment and generally for a period of two years from expiration of the term of the agreement or termination of employment, as well as non-disclosure and non-disparagement provisions.
Mr. Humphreys' agreement continues until the date of the filing with the SEC of our Annual Report on Form 10-K for our fiscal year 2017.2020.
Employment Agreements with Other Named Executive Officers

The employment agreements with our other named executive officersMs. Merrill and Mr. Grow are identical to each other except for the employees’ job titles and minimum base salaries set forth below. In addition,below as well as the non-compete provision in Mr. Cochran's agreement extends for 12 months while the non-compete provisions in eachlength of Ms. Merrill's and Ms. Watson's agreement extends for four months.their non-competition obligations.
ExecutiveTitleAmount
 
Deborah H. MerrillVice President, Chief Financial Officer and Treasurer$330,000
 
Martha M. WatsonVice President and Chief Human Resources Officer$295,000
 
Steven E. CochranPresident and Chief Operating Officer$420,000
(1) 
ExecutiveTitleAmount
Deborah H. MerrillChief Financial Officer and President, Delta Basics$425,000
Justin M. Grow
General Counsel & Corporate Secretary(1)
$190,000(1)

(1)Amount reflectsSubsequent to entering into his employment agreement with the Company, Mr. Cochran'sGrow was promoted to the position of Vice President of Administration and his base salary at the time of his July 28, 2014, resignation from the Company.was increased to $230,000. Mr. Grow's base salary was subsequently increased to $250,000.
Ms. Merrill's and Ms. Watson's agreement, and previously Mr. Cochran's agreement, entitlesGrow's agreements entitle them to (i) the minimum base salary set forth above (subject to upward adjustment), (ii) participate in the Company’s Short-Term Incentive Compensation Plan, and (iii) receive the fringesuch other benefits providedas are customarily available to executives in comparable positionsof the Company, including, vacationswithout limitation, vacation and life, medical and disability insurance. Ms. Merrill's and Ms. Watson's agreement, and previously Mr. Cochran's agreement,Grow's agreements each have terms that expire on December 31, 2015.2018.
If the executive diesMs. Merrill or Mr. Grow passes away during the term of his or hertheir agreement, wethe Company will continue to pay his or herthe base salary in effect at the time of death to his or hertheir estate for six months. If the executiveMs. Merrill or Mr. Grow becomes disabled (as defined in the agreement) during the term of their agreement and his or herthe Company terminates their employment, is terminated, he or shethey will continue to receive base salary and benefits for a period of six months.months from the date of termination.
The Company may terminate Ms. Merrill's or Mr. Grow's employment with or without cause upon written notice, and Ms. Merrill or Mr. Grow may terminate employment with the Company upon 60 days' prior written notice. If the Company terminates the executive’sMs. Merrill's or Mr. Grow's employment without causeCause (as defined in the agreement) or the executiveMs. Merrill or Mr. Grow terminates employment becauseas a result of an uncured material breach of the Company has breachedagreement by the agreementCompany, and in each case no changeChange of controlControl (as defined in the agreement) has occurred, then the executive isMs. Merrill and Mr. Grow are entitled to receive an amount equal to their annual base salary and the cash incentive compensation ranging from three months base salary and 25% of the Short-Term Incentive Plan awardthey received for the most recent full fiscal year if the executive was employed for less than one year or upprior to 12 months base salarytheir termination, and, 100% of the Short-Term Incentive Plan award for the most recent full fiscal year if the executive was employed for three or more years, in all cases paid out in equal monthly payments over the period of base salary continuation to the extent permitted under Internal Revenue Code ("IRC") Section 409A. The Company will also make409A, group life and disability coverage and Company-funded medical insurance under COBRA (less the executive’s COBRA paymentsamounts active employees are required to pay for medical insuranceinsurance) for the applicable payout period unless the executive receives reasonably comparable benefits from another employer. In connection with12 months. Ms. Merrill's and Mr. Cochran's July 28, 2014, resignation from his position as President and Chief Operating OfficerGrow's receipt of the Company, Mr. Cochran and the Company agreed that he would receive the rightsthese amounts and benefits is conditioned upon their execution of a release meeting specified in his employment agreement to be applicable following a termination of employment without cause.criteria.
If within one year after a Change of Control (as defined in the agreement), the executiveMs. Merrill or Mr. Grow terminates employment for Good Reason (as defined in the agreement) or the Company terminates the executive’sMs. Merrill's or Mr. Grow's employment for any reason other than Cause (as defined in the agreement), death or disability, then the executive isMs. Merrill and Mr. Grow are each entitled to receive ana lump-sum amount equal to one year’stheir annual base salary foras of the fiscal year prior todate of termination and an amount equal to the cash incentive compensation they received by the executive for the most recent fiscal year prior to their termination. The Company mustwill also provide out-placement assistance and continuecontinued coverage under the Company’sCompany's various welfare and benefit plans in effect at the time of termination for 12 months.
Each agreement contains The foregoing termination payments are subject to reduction to avoid constituting an Internal Revenue Code"excess parachute payment" under IRC Section 280G “golden parachute payment savings clause” that reduces severance payments ifand Ms. Merrill's and Mr. Grow's respective agreements condition the total amountreceipt of paymentsthese amounts and benefits upon their execution of a release meeting specified criteria.


During the executive would receive from the Company would require the Company to report an excess parachute payment.
Upon a terminationterm of Ms. Merrill's or Ms. Watson's employment, she is generally prohibited for four months from the date of termination from directly or indirectly competing with the Company by providing to any company that is in a competing business services substantially

Delta Apparel, Inc.     38    2014 Proxy Statement


similar to the services provided by her at the time of termination. A competing business is defined as any business that engages, in whole or in part, in the manufacturing or marketing of activewear apparel in the United States,agreement and Ms. Merrill's or Ms. Watson's employment function or affiliation is directly or indirectly in such business of activewear apparel manufacturing or marketing.
Mr. Cochran's agreement with the Company provides that he is generally prohibited for twelve months from the date of his July 28, 2014, resignation from directly or indirectly competing with the Company by providing to any company that is in a competing business services substantially similar to the services provided by him at the time of termination. A competing business is defined as any business that engages, in whole or in part, in the manufacturing or marketing of activewear apparel in the United States, and Mr. Cochran's employment function or affiliation is directly or indirectly in such business of activewear apparel manufacturing or marketing.
The agreements also include non-solicitation provisions that apply to employees, customers and suppliers generally for a period of two years fromone year after the expiration of the term of theMs. Merrill's agreement or termination of her employment, as well as non-disclosureMs. Merrill is subject to non-competition and non-disparagement provisions.non-solicitation restrictions. During the term of Mr. Grow's agreement and for a period of four months after the expiration of Mr. Grow's agreement or termination of his employment, Mr. Grow is subject to non-competition restrictions. In addition, during the term of Mr. Grow's agreement and for a period of one year after expiration of Mr. Grow's agreement or termination of his employment, Mr. Grow is subject to non-solicitation restrictions. Ms. Merrill's and Mr. Grow's respective agreements also restrict them from disparaging the Company and from disclosing the Company's confidential information.
Compensation Risk Assessment
The Company has assessed the potential risks associated with the Company’sits compensation programs including any risk that would be reasonably likely to have a material adverse effect on the Company, and believes that our compensationits programs do not encourage excessive or inappropriate risk taking. For a more detailed discussion of the Company's compensation risk assessment please see the "Corporate Governance" section of this Proxy Statement.



Delta Apparel, Inc.     39    2014 Proxy Statement


Compensation Tables
Summary Compensation
The following table provides summary information concerning the compensation paid to or earned by our named executive officers for each of the last three completed fiscal years and the Transition Period, which is referred to in the table below as "2014T".years. The narrative disclosure discussing our named executive officers' base salaries, annual cash incentive compensation and equity incentive compensation is set forth on pages 31-3627-33 of the CD&A and is incorporated herein by reference.
Summary Compensation
Fiscal Year 2014, Transition Period and Fiscal Years 20132017, 2016 and 2012
2015
            
  Salary
Stock
Awards
Option
Awards
Non-Equity Incentive Plan CompensationAll Other CompensationTotal
Name and Principal PositionYear($)
($)(1)
($)
($)(2)
($)(3)
($)
Robert W. Humphreys2014$760,000

 $
 $
 $9,358
 $769,358
Chairman and Chief Executive Officer2014T$190,000
$
 $
 $
 $
 $190,000
(Principal Executive Officer)2013$758,958
$
 $
 $268,450
 $9,258
 $1,036,666
 2012$733,125
$3,052,920
(4)$
 $
 $7,812
 $3,793,857
            
Deborah H. Merrill2014$330,000

 $
 $
 $8,850
 $338,850
Vice President, Chief Financial Officer &2014T$80,833
$423,000
(5)$
 $
 $3,800
 $507,633
Treasurer (Principal Financial Officer)2013$317,083
$
 $
 $61,950
 $10,017
 $389,050
 2012$302,500
$466,400
(6)$
 $
 $7,134
 $776,034
            
Martha M. Watson2014$295,000

 $
 $
 $9,900
 $304,900
Vice President & Chief Human Resources2014T$72,083
$423,000
(5)$
 $
 $1,900
 $496,983
Officer2013$283,333
$
 $
 $41,300
 $8,542
 $333,175
 2012$273,333
$466,400
(6)$
 $
 $6,383
 $746,116
            
Steven E. Cochran(11)
2014$346,667

 $
 $
 $79,767
(8)

$426,434
President & Chief Operating Officer2014T$102,500
$564,000
(7)$
 $
 $2,250
 $668,750
 2013$366,250
$
 $
 $193,690
 $84,670
(9)$644,610
 2012$330,833
$466,400
(6)$
 $
 $43,360
(10)$840,593
            
  Salary
Stock
Awards
Option
Awards
 Non-Equity Incentive Plan CompensationAll Other CompensationTotal
Name and Principal PositionYear($)
($)(1)
 ($) 
($)(2)
 
($)(3)
 ($)
Robert W. Humphreys2017$760,000
$2,264,220
(4)$
 $642,850
 $10,433
 $3,677,503
Chairman and Chief Executive Officer2016$760,000
$
 $
 $820,300
 $9,708
 $1,590,008
(Principal Executive Officer)2015$760,000
$1,777,880
(5)$
 $500,500
 $9,708
 $3,048,088
            
Deborah H. Merrill2017$425,000
$
 $
 $452,450
 $10,536
 $887,986
Chief Financial Officer & President, Delta Basics2016$405,208
$473,850
(6)$
 $501,750
 $10,495
 $1,391,303
(Principal Financial Officer)2015$330,000
$789,000
(7)$
 $303,500
 $7,775
 $1,430,275
            
Justin M. Grow2017$236,667
$
 $
 $69,230
 $12,233
 $318,130
Vice President of Administration, General Counsel &2016$205,000
$84,240
(6)$
 $50,480
 $9,124
 $348,844
Corporate Secretary2015(8)         
(1)Amounts do not reflect compensation actually received by the named executive officer. Instead, the amounts shown are the aggregate grant date fair value of restricted share units and/or performance units computed in accordance with FASB ASC Topic 718, and which the executive is or was eligible to earn in ensuing fiscal yearsperiods based on service and/or the Company's achievement of performance results. The assumptions used for purposes of the valuation of the stock awards are described more fully in Note 12 in our13 of the financial statements in our Annual Report on Form 10-K for the year ended September 27, 2014,30, 2017, as filed with the SEC.
(2)This column represents the amounts earned by the named executive officer in the applicable periods pursuant to the Company’s Short-Term Incentive Compensation Plan. Additional information regarding the potential threshold, target and maximum payouts underlying the Non-Equity Incentive Plan Compensation column is included in the Grants of Plan-Based Awards table.
(3)This column represents the matching contributions by the Company to the Company’s 401(k) savings plan. The Company’s named executive officers do not receive perquisites that would exceed an aggregate of $10,000 each.
(4)This award has not yet been realized by Mr. Humphreys. The amount shown includes the aggregate grant date fair value of a performance-based award covering a three-year period in which Mr. Humphreys is eligible to vest based on the Company's performance in each of fiscal years 2018, 2019 and 2020, using the probable outcome of the performance conditions as of the grant date, which was assumed to be the target amount. If the amount is calculated assuming the highest level of performance conditions is met, the grant date fair value for the awards would be $2,717,064. All of these performance-based awards are at risk and not guaranteed.
(5)The amount shown includes the aggregate grant date fair value of a performance-based award covering a three-year period in which Mr. Humphreys was eligible to vest based on the Company's performance in fiscal years 2015, 2016 and 2017, using the probable outcome of the performance conditions as of the grant date, which was assumed to be the target amount. If the amount was calculated assuming the highest level of performance conditions werewas met, the grant date fair value for the awards would be $3,663,504.$2,133,456. All of these performance-based awards were at risk and not guaranteed. With respect to the performance-based awards in which Mr. Humphreys was eligible to vest based on the Company's performance in fiscal year 2015, Mr. Humphreys vested in 59,800 of the target amount of 65,000 performance units, with the vesting date value of such units being $950,820. With respect to the performance-based awards in which Mr. Humphreys was eligible to vest based on the Company's performance in fiscal year 2016, Mr. Humphreys vested in 53,248 of such performance units, with the vesting date value of such units being $1,099,571. With respect to the performance-based awards in which Mr. Humphreys was eligible to vest based on the Company's performance in fiscal year 2017, Mr. Humphreys vested in 52,208 of such performance units, with the vesting date value of such units being $1,103,155.
(5)(6)The amount shown includes the aggregate grant date fair value of both service and performance-based awards covering a two-year period ended September 30, 2017, with the performance unit awards using the probable outcome of the performance conditions as of the grant date, which was assumed to be the target amount. If the amount was calculated assuming the highest level of performance conditions werewas met, the grant date fair value forof the awards to Ms. Merrill would be $528,750.have been $592,313 and the grant date fair value of the awards to Mr. Grow would have been $105,300.
(6)(7)This award has not yet been realized by Ms. Merrill. The amount shown includes the aggregate grant date fair value of both service and performance-based awards,a service-based award covering a four-year period in which Ms. Merrill is eligible to vest if she remains employed with the performance-based awards usingCompany through the probable outcomefiling of the performance conditions as of the grant date, which was assumed to be the target amount. If the amount was calculated assuming the highest level of performance conditions were met, the grant date fair value for the awards would be $583,000.
(7)The amount shown includes the aggregate grant date fair value of both service and performance-based awards,our Annual Report on Form 10-K with the performance-based awards using the probable outcome of the performance conditions as of the grant date, which was assumed to be the target amount. If the amount was calculated assuming the highest level of performance conditions were met, the grant date fair valueSEC for the awards would be $705,000. Mr. Cochran is no longer eligible for these awards due to his July 28, 2014, resignation from the Company.our 2018 fiscal year.
(8)The amount shown includes $70,000Mr. Grow was not a named executive officer in severance payments made to Mr. Cochran in connection with his July 28, 2014, resignation.fiscal year 2015.
(9)The amount shown includes $73,420 in temporary living and relocation expenses paid to Mr. Cochran in conjunction with a relocation package offered upon his initial employment with the Company.
(10)The amount shown includes $34,493 in temporary living expenses paid to Mr. Cochran in conjunction with a relocation package offered upon his initial employment with the Company.
(11)On July 28, 2014, Steven E. Cochran resigned from his position as President and Chief Operating Officer of the Company.


Delta Apparel, Inc.     40    2014 Proxy Statement








Grants of Plan-Based Awards
The following table provides information regarding grants of cash and stock-based awards made under our Short-Term Incentive Compensation Plan and our 2010 Stock Plan during fiscal year 2014 and the Transition Period.2017. The threshold, target and maximum amounts shown in the table represent the amounts to be paid if the Company's performance meets or fails to meet the respective levels of the applicable performance measures. The performance measures are more fully described in the CD&A section of this Proxy Statement. The narrative disclosure discussing our named executive officers' base salaries, annual cash incentive compensation and equity incentive compensation is set forth on pages 31-3627-33 of the CD&A and is incorporated herein by reference.
Grants of Plan-Based Awards
Fiscal Year 2014&Transition PeriodEnded September 30, 2017
                  
  
Estimated Future Payouts
Under Non-Equity
Incentive Plan Awards (1)
 
Estimated Future Payouts
Under Equity Incentive
Plan Awards (2)
 
All Other Stock Awards: Number of Securities Underlying Options (3)
Closing
Market
Price on
Date of Grant
Grant
Date Fair
Value of
Stock-Based Awards (4)
  
Estimated Future Payouts
Under Non-Equity
Incentive Plan Awards (1)
 
Estimated Future Payouts
Under Equity Incentive
Plan Awards (2)
 All Other Stock Awards: Number of Shares of Stock or UnitsClosing
Market
Price on
Date of Grant
Grant
Date Fair
Value of
Stock-Based Awards
Grant ThresholdTargetMaximum  ThresholdTargetMaximum  Grant Date ThresholdTargetMaximum ThresholdTargetMaximum 
NameDate 
($)(5)
($)
($)(6)
  
(#)(7)
(#)  (#)($/Sh)($) 
($)(3)
($)
($)(4)
 
(#)(5)
(#) (#)($/Sh)($) 
Robert W. Humphreys07/01/13 
650,000
1,500,000
(8) 


 
$
$
10/02/16 162,500
650,000
1,500,000
(6) 


 
$
$
 
       04/27/17 


 25,200
126,000
151,200
 
$17.97
$2,264,220
(7)
         
Deborah H. Merrill07/01/13 
150,000
375,000
(8) 


 
$
$
10/02/16 37,500
150,000
375,000
(6) 


 
$
$
 
07/01/13 


 


 15,000
$14.10
$211,500
10/02/16 12,500
50,000
125,000
(8) 


 
$
$
 
07/01/13 


 
15,000
22,500
(9) 
$14.10
$211,500
10/02/16 25,000
100,000
250,000
(9) 


 
$
$
 
                 
Martha M. Watson07/01/13 
100,000
250,000
(8) 


 
$
$
07/01/13 


 


 15,000
$14.10
$211,500
07/01/13 


 
15,000
22,500
(9) 
$14.10
$211,500
        
Steven E. Cochran(10)
07/01/13 
250,000
625,000
(8) 


 
$
$
07/01/13 


 


 20,000
$14.10
$282,000
07/01/13 


 
20,000
30,000
(9) 
$14.10
$282,000
Justin M. Grow10/02/16 17,500
70,000
175,000
(6) 


 
$
$
 

(1) The non-equity incentive plan award information represents the annual incentives under our Short-Term Incentive Compensation Plan for the 12-month period ended June 28, 2014 (our 2014 fiscal year before the Fiscal Year Change).
(1)The non-equity incentive plan award information represents the annual incentives under our Short-Term Incentive Compensation Plan for our 2017 fiscal year ended September 30, 2017.
(2)The equity incentive plan award information includes performance units granted during fiscal year 2017 under our 2010 Stock Plan.Plan applicable to the Company's performance in its fiscal years 2018, 2019 and 2020. With respect to the performance units in which Mr. Humphreys is eligible to vest in connection with the Company's performance in its fiscal years 2018, 2019 and 2020, Mr. Humphreys is eligible to receive shares of Delta Apparel, Inc. common stock equal to the value of the aggregate number of such vested performance units.
(3)If minimum performance goals were not met by the Company, there was no guaranteed cash incentive payment. If minimum performance goals were met by the Company, Mr. Humphreys and Mr. Grow would have been eligible to receive 25% of their respective target cash incentive opportunities. If minimum performance goals were met by the Company and its Activewear and Art Gun businesses, Ms. Merrill would have been eligible to receive 25% of her target cash incentive opportunities.
(4)The Short-Term Incentive Compensation Plan states that no participant in the plan shall receive compensation pursuant to the plan in excess of $1,500,000 during any calendar year. In addition, the annual incentives for our 2017 fiscal year ended September 30, 2017, for the plan for the Company as a whole and the plans for our Activewear and Art Gun businesses included provisions for a maximum payout of 250%.
(5)If minimum performance goals were not met by the Company, there is no guaranteed equity incentive award. If minimum performance goals are met by the Company during each of its fiscal years 2018, 2019 and 2020, Mr. Humphreys would be eligible to receive 20% of his target equity incentive opportunity, which would be 25,200 shares.
(6)Amount represents annual incentives based on the consolidated performance of the Company for our 2017 fiscal year ended September 30, 2017.
(7)This award has not yet been realized by Mr. Humphreys. The aggregate grant date fair value of this performance-based award covering a three-year period in which Mr. Humphreys is eligible to vest based on the Company's performance in fiscal years 2018, 2019 and 2020 was computed in accordance with ASC Topic 718. The attainment of target levels for the performance-based grants was deemed probable at the date of grant and was therefore used to calculate the aggregate grant date fair value. If the amount for the performance-based grants was calculated assuming the highest level of performance conditions was met, the grant date fair value for the awards would be $2,717,064. All of these performance-based awards are at risk, not guaranteed and will not vest unless minimum performance conditions are satisfied with respect to such years.
(8)Amount represents annual incentives based on the performance of the Company's Art Gun business for our 2017 fiscal year ended September 30, 2017.
(9)Amount represents annual incentives based on the performance of the Company's Activewear business for our 2017 fiscal year ended September 30, 2017.



Outstanding Equity Awards
The following table provides information concerning unexercised stock-based options and unvested unit awards (including restricted stock units and performance units) granted to our named executive officers that were outstanding as of September 30, 2017, the last day of our 2017 fiscal year.
Outstanding Equity Awards
Fiscal Year Ended September 30, 2017
  Option Awards Stock Awards
  
Number of Securities Underlying Unexercised
 Options (Exercisable)
Option
Exercise
Price
Option Expiration DateNumber of Shares or Units of Stock That Have Not VestedMarket Value of Shares or Units of Stock That Have Not VestedEquity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not VestedEquity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
Name (#)($)(#)(#)
($)(1)
(#)
($)(2)
Robert W. Humphreys 
 $
 
 
 
 10,400
(3)$223,704
 
  
 
 
 
 
 25,200
(4)$542,052
 
                
Deborah H. Merrill 
 $
 
 75,000
(5)$1,613,250
 8,438
(6)$181,501
 
  
 $
 
 16,875
(7)$362,981
 
 $
 
                
Justin M. Grow 
 $
 
 20,000
(5)$430,200
 1,500
(6)$32,265
 
  
 $
 
 3,000
(7)$64,530
 
 $
 
(1)The market value is calculated by multiplying the number of restricted share units by $21.51, the closing price of Delta Apparel, Inc.'s common stock on September 29, 2017 (the last trading day of our 2017 fiscal year).
(2)The market value is calculated by multiplying the number of restricted share units by $21.51, the closing price of Delta Apparel, Inc.'s common stock on September 29, 2017 (the last trading day of our 2017 fiscal year).
(3)In accordance with the third amendment to Mr. Humphreys' employment agreement, he received an award granted under the 2010 Stock Plan of 169,000 performance units, with 65,000 of such performance units eligible to vest upon the filing of our Annual Report on Form 10-K for our fiscal year 2015 and with 52,000 of such performance units eligible to vest upon the filing of our Annual Report on Form 10-K for each of our fiscal years 2016 and 2017. The amount shown reflects the number of performance units that vest, the applicable named executive officer iswould have vested if minimum performance goals were met in fiscal year 2017. If target performance goals were met in fiscal year 2017, Mr. Humphreys would have been eligible to receive 52,000 shares, and the maximum amount of shares that Mr. Humphreys could have received pursuant to the award was 62,400 shares. Mr. Humphreys vested in 59,800 performance units based on the Company's performance in fiscal year 2015, 53,248 performance units based on the Company's performance in fiscal year 2016, and 52,208 performance units based on the Company's performance in fiscal year 2017. With respect to the performance units that vested based on our fiscal year 2015 performance, Mr. Humphreys received shares of Delta Apparel, Inc. common stock equal to one-half of the value of the aggregate number of such vested performance units and a cash payment equal to one-half of the value of the aggregate number of such vested performance units. Mr. Cochran is no longer eligible for these awards due to his July 28, 2014, resignation from the Company.
(3)This column includes restricted stock units granted under our 2010 Stock Plan. With respect to any such restricted stockthe performance units that vest, the applicable named executive officer is eligible to receivevested based on our performance in fiscal years 2016 and 2017, Mr. Humphreys received shares of Delta Apparel, Inc. common stock equal to one-half of the value of the aggregate number of such vested restricted stock units and a cash payment equal to one-half of the value of the aggregate number of such vested restricted stock units. Mr. Cochran is no longer eligible for these awards due to his July 28, 2014, resignation from the Company.
(4)The aggregate grant date fair value of these awards was computed in accordance with ASC Topic 718. The attainment of target level for the performance-based grants was deemed probable at the date of grant and was therefore used to calculate the aggregate grant date fair value.
(5)If minimum performance goals are not met by the Company, there is no guaranteed cash incentive payment. If minimum performance goals are met by the Company, our named executive officers would be eligible to receive 25% of their target cash incentive opportunity, which for Mr. Humphreys, Ms. Merrill, Ms. Watson and Mr. Cochran was $162,500, $37,500, $25,000 and $62,500, respectively.
(6)The Short-Term Incentive Compensation Plan states that no participant in the plan shall receive compensation pursuant to the plan in excess of $1,500,000 during any calendar year. In addition, the annual incentives for the 12-month period ended June 28, 2014 (our 2014 fiscal year before the Fiscal Year Change), for the plan for the Company as a whole include provisions for a maximum payout of 250%.
(7)If minimum performance goals are not met by the Company, there is no guaranteed equity incentive award. If minimum performance goals are met by the Company, the applicable named executive officers would be eligible to receive 50% of their target equity incentive opportunity, which for each of Ms. Merrill and Ms. Watson was 7,500 shares and for Mr. Cochran was 10,000 shares.
(8)Amount represents the annual incentives based on the consolidated performance of the Company for the 12-month period ended June 28, 2014 (our 2014 fiscal year before the Fiscal Year Change).
(9)Upon the attainment of performance goals and other terms and conditions specified by our Compensation Committee, the applicable named executive officer is eligible to receive shares of Delta Apparel, Inc. common stock equal to one-half of the value of the aggregate number of vested performance units and a cash payment equal to one-half of the value of the aggregate number of such vested performance units. Mr. Cochran is no longer eligible for these awards due to his July 28, 2014, resignation from the Company.
(10)On July 28, 2014, Steven E. Cochran resigned from his position as President and Chief Operating Officer of the Company.

Delta Apparel, Inc.     41    2014 Proxy Statement


Outstanding Equity Awards
The following table provides information concerning unexercised stock-based options and unvested unit awards (including restricted stock units and performance units) granted to our named executive officers that were outstanding as of September 27, 2013, the last day of our Transition Period.
Outstanding Equity Awards
Transition Period Ended September 27, 2013
  Option Awards Stock Awards 
  Number of Securities Underlying Unexercised Options (Exercisable)
Option
Exercise
Price
Option
Expiration Date
 Number of Shares or Units of Stock That Have Not VestedMarket Value of Shares or Units of Stock That Have Not VestedPerformance-Based Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not VestedPerformance-Based Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
Name (#)($)  
(#)(1)
($)(2)
(#)
($)(3)
Robert W. Humphreys 62,500
 $11.280
 07/05/14         
  250,000
 $13.350
 07/03/15 
 
 
 
 
  
 
  
 
 104,000
(4)$1,705,600
 
                
Deborah H. Merrill 2,000
 $11.280
 07/05/14         
  12,000
 $13.350
 07/03/15 
 
 
 
 
  30,000
 $17.240
 07/03/15 
 
 
 
 
  40,000
 $8.300
 02/08/18 
 
 
 
 
  
 
  15,000
 $246,000
 7,500
(5)$123,000
 
                
Martha M. Watson 8,000
 $11.280
 07/05/14         
  56,000
 $13.350
 07/03/15 
 
 
 
 
  40,000
 $8.300
 02/08/18 
 
 
 
 
  
 
  15,000
 $246,000
 7,500
(5)$123,000
 
                
Steven E. Cochran(6) 25,000
 $13.860
 02/08/18 
 
 
 
 
  
 
  20,000
 $328,000
 10,000
(5)$164,000
 
                
(1)These stock-based awards, granted under the 2010 Stock Plan, are service-based restricted stock units that are eligible to vest upon the filing of our Quarterly Report on Form 10-Q with the SEC for the quarter ending June 27, 2015, if the executive remains employed with the Company through such date. With respect to any such restricted stock units that vest, the applicable named executive officer is eligible to receive shares of Delta Apparel, Inc. common stock equal to one-half of the value of the aggregate number of such vested restricted stock units and a cash payment equal to one-half of the value of the aggregate number of such vested restricted stock units. Mr. Cochran is no longer eligible for these awards due to his July 28, 2014, resignation from the Company.
(2)The market value is calculated by multiplying the number of restricted share units by $16.40, the closing price of Delta Apparel, Inc.'s common stock on September 27, 2013 (the last day of the Transition Period).
(3)The market value is calculated by multiplying the number of performance units by $16.40, the closing price of Delta Apparel, Inc.'s common stock on September 27, 2013 (the last day of the Transition Period).
(4)In accordance with the secondfourth amendment to Mr. Humphreys' employment agreement, he received ana performance-based award covering a three-year period granted under the 2010 Stock Plan of 156,000126,000 performance units, with one-third42,000 of such performance units eligible to vest upon the filing of our Annual Report on Form 10-K for each of our fiscal years 2013, 20142018, 2019, and 2015. The amount shown reflects the number of performance units that would have vested if target performance goals were met. With respect to any such performance units that vested, Mr. Humphreys was eligible to receive shares of Delta Apparel, Inc. common stock equal to one-half of the value of the aggregate number of such vested performance units and a cash payment equal to one-half of the value of the aggregate number of such vested performance units. Based upon the Company's performance during the 12-month period ended June 28, 2014 (our 2014 fiscal year before the Fiscal Year Change), Mr. Humphreys did not vest in any of the shares for which he was eligible for such period. In connection with the December 5, 2014, third amendment to Mr. Humphreys' employment agreement, he and the Company mutually agreed to cancel the remaining one-third of these performance units (52,000).
(5)These stock-based awards, granted under the 2010 Stock Plan, are performance units that are eligible to vest upon the filing of our Quarterly Report on Form 10-Q with the SEC for the quarter ending June 27, 2015, if certain performance goals and other terms and conditions specified by our Compensation Committee are attained.2020. The amount shown reflects the number of performance units that would vest if minimum performance goals are met.met in fiscal years 2018, 2019, and 2020. If target performance goals are met in fiscal years 2018, 2019, and 2020, Mr Humphreys would be eligible to receive 126,000 shares, and the maximum amount of shares that Mr. Humphreys could receive pursuant to the award is 151,200 shares. With respect to any suchthe performance units that vest the applicable named executive officer is eligible tobased on our performance in fiscal years 2018, 2019, and 2020, Mr. Humphreys will receive shares of Delta Apparel, Inc. common stock equal to one-half of the value of the aggregate number of such vested performance units and a cash payment equal to one-half of the value of the aggregate number of such vested performance units. Mr. Cochran is no longer eligible for these awards due to his July 28, 2014, resignation from the Company.
(6)On July 28, 2014, Steven E. Cochran resigned from his position as President and Chief Operating Officer of the Company.

Delta Apparel, Inc.     42    2014 Proxy Statement


The following table provides information concerning unexercised stock-based options and unvested unit awards (including restricted share units and performance units) granted to our named executive officers that were outstanding as of September 27, 2014, the last day of our 2014 fiscal year.
Outstanding Equity Awards
Fiscal Year Ended September 27, 2014
  Option Awards Stock Awards 
  Number of Securities Underlying Unexercised Options (Exercisable)
Option
Exercise
Price
Option
Expiration Date
 Number of Shares or Units of Stock That Have Not VestedMarket Value of Shares or Units of Stock That Have Not VestedPerformance-Based Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not VestedPerformance-Based Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
Name (#)($)  
(#)(1)
($)(2)
(#)
($)(3)
Robert W. Humphreys 250,000
 $13.350
 07/03/15 
 
 
 
 
  
 
  
 
 10,400
(4)$91,520
 
                
Deborah H. Merrill 12,000
 $13.350
 07/03/15 
 
 
 
 
  30,000
 $17.240
 07/03/15 
 
 
 
 
  40,000
 $8.300
 02/08/18 
 
 
 
 
  
 
  15,000
 $132,000
 7,500
(5)$66,000
 
                
Martha M. Watson 56,000
 $13.350
 07/03/15 
 
 
 
 
  40,000
 $8.300
 02/08/18 
 
 
 
 
  
 
  15,000
 $132,000
 7,500
(5)$66,000
 
                
Steven E. Cochran(6) 25,000
 $13.860
 02/08/18 
 
 
 
 
  
 
  
 $
 
 $
 
                

(1)These stock-based awards, granted under the 2010 Stock Plan, are service-based restricted stock units that are eligible to vest upon the filing of our Quarterly Report on Form 10-Q with the SEC for the quarter ending June 27, 2015, if the executive remains employed with the Company through such date. With respect to any such restricted stock units that vest, the applicable named executive officer is eligible to receive shares of Delta Apparel, Inc. common stock equal to one-half of the value of the aggregate number of such vested restricted stock units and a cash payment equal to one-half of the value of the aggregate number of such vested restricted stock units.
(2)The market value is calculated by multiplying the number of restricted share units by $8.80, the closing price of Delta Apparel, Inc.'s common stock on September 26, 2014 (the last trading day prior to the end of our 2014 fiscal year).
(3)The market value is calculated by multiplying the number of performance units by $8.80, the closing price of Delta Apparel, Inc.'s common stock on September 26, 2014 (the last trading day prior to the end of our 2014 fiscal year).
(4)In accordance with the second amendment to Mr. Humphreys' employment agreement, he received an award granted under the 2010 Stock Plan of 156,000 performance units, with one-third of such performance units eligible to vest upon the filing of our Annual Report on Form 10-K for each of our fiscal years 2013, 2014 and 2015. The amount shown reflects the number of performance units that would have vested if minimum performance goals were met. With respect to any such performance units that vested, Mr. Humphreys was eligible to receive shares of Delta Apparel, Inc. common stock equal to one-half of the value of the aggregate number of such vested performance units and a cash payment equal to one-half of the value of the aggregate number of such vested performance units. In connection with the December 5, 2014, third amendment to Mr. Humphreys' employment agreement, he and the Company mutually agreed to cancel these performance units.
(5)These stock-based awards, granted under the 2010 Stock Plan, are performanceservice-based restricted stock units covering a four-year period that are eligible to vest upon the filing of our QuarterlyAnnual Report on Form 10-Q10-K with the SEC for our 2018 fiscal year if the quarter ending June 27, 2015, if certainexecutive remains employed with the Company through such date.
(6)These stock-based awards, granted under the 2010 Stock Plan, are performance goalsunits that vested upon the filing of our Annual Report on Form 10-K for our fiscal year 2017 based on our performance in fiscal years 2016 and other terms and conditions specified by our Compensation Committee are attained.2017. The amount shown reflects the number of performance units that would vesthave vested if minimum performance goals are met.were met in fiscal years 2016 and 2017. If target performance goals were met in fiscal years 2016 and 2017, Ms. Merrill would have been eligible to receive 16,875 shares and Mr. Grow would have been eligible to receive 3,000 shares. The maximum amount of shares that Ms. Merrill could have received pursuant to the award was 25,313 shares and the maximum amount of shares that Mr. Grow could have received pursuant to the award was 4,500 shares. With respect to any suchthe performance units that vest, the applicable named executive officer is eligible to receivevested based on our performance in fiscal years 2016 and 2017, Ms. Merrill vested in 12,319 shares and Mr. Grow vested in 2,190 shares, and each received shares of Delta Apparel, Inc. common stock equal to one-half of the value of the aggregate number of such vested performance units and a cash payment equal to one-half of the value of the aggregate number of such vested performance units.
(6)(7)On July 28, 2014, Steven E. Cochran resigned from his position as President and Chief Operating OfficerThese stock-based awards, granted under the 2010 Stock Plan, are service-based restricted stock units that vested upon the filing of our Annual Report on Form 10-K with the Company.SEC for our 2017 fiscal year subject to the executive remaining employed with the Company through such date.



Delta Apparel, Inc.     43    2014 Proxy Statement

Table of Contents

Option Exercises and Stock Vested
The following table provides information with respect to stock options exercised by our named executive officers during fiscal year 2014 and the Transition Period2017 as well as stock in which our named executive officers vested during fiscal year 2014 and the Transition Period:2017:

Options Exercised and Stock Vested
Fiscal Year 2014 & Transition PeriodEnded September 30, 2017
 Stock Awards Option Awards Stock Awards Option Awards
 
Number of Shares
Acquired on Vesting
Value Realized
on Vesting (1)
 
Number of Shares
Acquired on Exercise (2)
Value Realized
on Exercise (3)
 
Number of Shares
Acquired on Vesting
Value Realized
on Vesting
 
Number of Shares
Acquired on Exercise
Value Realized
on Exercise
Name (#)($) (#)($) (#)($) (#)($)
Robert W. Humphreys 19,760
(4) 

$327,028
(4) 

62,500
 
$351,613
  53,248
(1) 

$1,099,571
(1) 


 
 
Deborah H. Merrill 13,250
(5) 

$219,288
 
2,000
 
$7,750
  
 
 
40,000
(2) 

$514,400
(3) 
Martha M. Watson 13,250
(5) 

$219,288
 
8,000
 
$36,520
 
Steven E. Cochran(6)
 13,250
(5) 

$219,288
 

 
$—
 
Justin M. Grow 
 
 
 
 

(1)These shares were acquired in connection with the performance-based stock units that vested on the filing of our Annual Report on Form 10-K with the SEC for the fiscal year ended October 1, 2016. The value realized equals the fair market value of the Company’s common stock on the date immediately preceding the filing of our Annual Report on Form 10-K with the SEC for our 2013the fiscal year ended October 1, 2016, multiplied by the number of sharesunits vested.
(2)All shares acquired on exercise result from service-based stock option awards which vested on July 5, 2005,February 8, 2009, and which were set towould expire as of July 5, 2014.February 8, 2018.
(3)The value realized equals the difference between the option exercise price and the fair market value of the Company’s common stock on the date immediately preceding the date(s) of exercise, multiplied by the number of shares for which the option was exercised.
(4)Mr. Humphreys vested in a total of 39,520 performance units upon the filing of our Annual Report on Form 10-K with the SEC for our 2013 fiscal year based upon the Company's performance during our 2013 fiscal year. Mr. Humphreys received one-half of the vested units in shares of Delta Apparel, Inc. common stock (19,760 shares) and a cash payment for the other half of the vested units equal in value to 19,760 shares of Delta Apparel, Inc. common stock because under the applicable award agreement he was eligible to receive common stock equal to one-half of the value of the aggregate number of the units vested and a cash payment equal to one-half of the value of the aggregate number of the units vested.
(5)These shares acquired on vesting result from service-based restricted stock unit awards which vested on the filing of our Annual Report on Form 10-K with the SEC for our 2013 fiscal year.
(6)On July 28, 2014, Steven E. Cochran resigned from his position as President and Chief Operating Officer of the Company.







Delta Apparel, Inc.     44    2014 Proxy Statement


Table of Contents

Potential Payments Upon Termination or Change in Control
The following is a summary setting forth potential severance payments and benefits provided for in each named executive officer's employment agreement or other compensation arrangement, assuming termination of employment or a change in control occurred on September 27, 2013,30, 2017, the last day of our Transition Period. Due to the number of factors that affect the nature and amount of any benefits provided upon the events discussed below, any actual amounts paid or distributed may be different. Factors that could affect these amounts include the timing during the year of any such event, the price of the Company’s common stock and the executive’s age. These benefits are in addition to benefits available generally to salaried employees upon termination.

Potential Payments Upon Termination or Change in Control
Transition Period Ended September 27, 2013
 
 
Involuntary
Termination
without Cause
Termination for
Change in
Control
Change in
Control without
Termination
DeathDisability
Executive($)($)($)($)($)
Robert W. Humphreys          
Base Salary$760,000
 $760,000
 $
 $380,000
 $380,000
 
Non-Equity Incentive Compensation650,000
 650,000
 
 
 
 
Equity Options and Awards (1)

 1,705,600
 1,705,600
 $1,705,600
 1,705,600
 
Insurance Benefits9,948
 9,948
 
 
 4,974
 
Outplacement Services
 5,000
 
 
 
 
 $1,419,948
 $3,130,548
 $1,705,600
 $2,085,600
 $2,090,574
 
           
Deborah H. Merrill          
Base Salary$330,000
 $330,000
 $
 $165,000
 $165,000
 
Non-Equity Incentive Compensation
 
 
 
 
 
Equity Options and Awards (1)

 $492,000
 $492,000
 $492,000
 $492,000
 
Insurance Benefits3,120
 3,120
 
 
 1,560
 
Outplacement Services
 5,000
 
 
 
 
 $333,120
 $830,120
 $492,000
 $657,000
 $658,560
 
           
Martha M. Watson          
Base Salary$295,000
 $295,000
 $
 $147,500
 $147,500
 
Non-Equity Incentive Compensation
 
 
 
 
 
Equity Options and Awards (1)

 $492,000
 $492,000
 $492,000
 $492,000
 
Insurance Benefits9,948
 9,948
 
 
 4,974
 
Outplacement Services
 5,000
 
 
 
 
 $304,948
 $801,948
 $492,000
 $639,500
 $644,474
 
           
Steven E. Cochran(2)
          
Base Salary$307,500
 $307,500
 $
 $167,500
 $167,500
 
Non-Equity Incentive Compensation
 
 
 
 
 
Equity Options and Awards (1)

 $656,000
 $656,000
 $656,000
 $656,000
 
Insurance Benefits10,464
 10,464
 
 
 10,464
 
Outplacement Services
 5,000
 
 
 
 
 $317,964
 $978,964
 $656,000
 $823,500
 $833,964
 
(1)Amount includes value received under the 2010 Stock Plan. The value of payments are based upon the closing price of the Company's common stock on September 27, 2013 (the last day of the Transition Period).
(2)On July 28, 2014, Steven E. Cochran resigned from his position as President and Chief Operating Officer of the Company.

Delta Apparel, Inc.     45    2014 Proxy Statement


The following is a summary setting forth potential severance payments and benefits provided for in each named executive officer's employment agreement or other compensation arrangement, assuming termination of employment or a change in control occurred on September 27, 2014, the last day of our 20142017 fiscal year. Due to the number of factors that affect the nature and amount of any benefits provided upon the events discussed below, any actual amounts paid or distributed may be different. Factors that could affect these amounts include the timing during the year of any such event, the price of the Company’s common stock and the executive’s age. These benefits are in addition to benefits available generally to salaried employees upon termination. Each named executive officer's employment agreement requires the executive to comply with certain confidentiality, non-disparagement, non-solicitation and non-competition provisions, which are summarized on pages 35-36 of the CD&A and incorporated herein by reference.

Potential Payments Upon Termination or Change in Control
Fiscal Year Ended September 27, 201430, 2017
            
Involuntary
Termination
without Cause
Termination for
Change in
Control
Change in
Control without
Termination
DeathDisabilityBefore Change in Control Termination Without Cause or For Company BreachAfter Change in Control Termination Without Cause or For Good Reason
Change in
Control Without
Termination
Termination Due to DeathTermination Due to DisabilityVoluntary Termination Due To Retirement
Executive($)($)($)
Robert W. Humphreys                     
Base Salary$760,000
 $760,000
 $
 $380,000
 $380,000
 $760,000
 $760,000
 $
 $380,000
 $380,000
 $
Non-Equity Incentive Compensation650,000
 650,000
 
 
 
 $642,850
 $642,850
 
 $642,850
 $642,850
 
Equity Options and Awards (1)

 915,200
 915,200
 915,200
 915,200
 
 3,828,780
 3,828,780
 3,828,780
 3,828,780
 
Insurance Benefits9,948
 9,360
 
 
 4,680
 10,662
 10,662
 
 
 5,331
 
Outplacement Services
 5,000
 
 
 
 
 5,000
 
 
 
 
$1,419,948
 $2,339,560
 $915,200
 $1,295,200
 $1,299,880
 $1,413,512
 $5,247,292
 $3,828,780
 $4,851,630
 $4,856,961
 $
          
Deborah H. Merrill                     
Base Salary$330,000
 $330,000
 $
 $165,000
 $165,000
 $425,000
 $425,000
 $
 $212,500
 $212,500
 $
Non-Equity Incentive Compensation
 
 
 
 
 $452,450
 $452,450
 
 $452,450
 $452,450
 
Equity Options and Awards (1)

 264,000
 264,000
 264,000
 264,000
 
 2,339,213
 2,339,213
 2,339,213
 2,339,213
 
Insurance Benefits3,120
 2,832
 
 
 1,416
 10,662
 10,662
 
 
 5,331
 
Outplacement Services
 5,000
 
 
 
 
 5,000
 
 
 
 
$333,120
 $601,832
 $264,000
 $429,000
 $430,416
 $888,112
 $3,232,325
 $2,339,213
 $3,004,163
 $3,009,494
 $
          
Martha M. Watson          
Justin M. Grow           
Base Salary$295,000
 $295,000
 $
 $147,500
 $147,500
 $250,000
 $250,000
 $
 $125,000
 $125,000
 $
Non-Equity Incentive Compensation
 
 
 
 
 $69,230
 $69,230
 
 $69,230
 $69,230
 
Equity Options and Awards (1)

 264,000
 264,000
 264,000
 264,000
 
 559,260
 559,260
 559,260
 559,260
 
Insurance Benefits9,948
 8,880
 
 
 4,440
 11,905
 11,905
 
 
 5,953
 
Outplacement Services
 5,000
 
 
 
   5,000
 
 
 
 
$304,948
 $572,880
 $264,000
 $411,500
 $415,940
 $331,135
 $895,395
 $559,260
 $753,490
 $759,443
 
(1)Amount includes value received under the 2010 Stock Plan. The value of payments areis based upon the closing price of the Company's common stock on September 26, 201429, 2017 (the last trading day prior to the end of our 20142017 fiscal year).
In connection with Mr. Cochran's July 28, 2014, resignation from his position as President and Chief Operating Officer of the Company, Mr. Cochran and the Company agreed that he would receive the rights and benefits specified in his employment agreement to be applicable following a termination of employment without cause. As such, Mr. Cochran is entitled to receive 12 months of base salary continuation in the aggregate amount of $420,000 and continuing insurance benefits for up to 12 months with an aggregate value of $10,464.

Delta Apparel, Inc.     46    2014 Proxy Statement


Payments Made Upon Any Termination
Regardless of the manner in which a named executive officer’s employment terminates, the executive is entitled to receive amounts earned during his or her term of employment. Such amounts include:
earned but unpaid salary through the date of termination;
non-equity incentive compensation earned and payable prior to the date of termination;
option grants received which have already vested and are exercisable prior to the date of termination (subject to the terms of the applicable option agreements);


unused vacation pay; and
amounts accrued and vested under the Company’s 401(k) Plan.
Payments Made Upon Retirement
The Company does not currently offer additional benefits upon retirement other than the benefits available to any employee leaving the Company. The Company's 2010 Stock Plan does not include provisions for vesting based upon retirement. The Company's Short-Term Incentive Compensation Plan provides that unless the Compensation Committee expressly provides otherwise, if the executive ceases to be an employee of either the Company or one of its subsidiaries during the performance period applicable to an award granted to the executive under the Short-Term Incentive Compensation Plan due to the executive's retirement (provided that the executive is at least age 62), the executive shall be entitled to a percentage portion of the payment, if any, that the executive would have been entitled to had the executive remained employed by the Company or one of its subsidiaries throughout the performance period, where the percentage shall be the percentage of the performance period during which the executive was an employee of the Company or one of its subsidiaries.
Payments Made Upon Involuntary Termination for Cause
In the event any named executive officer is terminated for cause (as defined by his or her employment agreement), the executive is not entitled to receive any payments other than those payments identified under the heading “Payments Made Upon Any Termination” above.
Payments Made Upon Involuntary Termination Without Cause
As a result of employment agreements entered into by the Company with the named executive officers, in the event that a named executive officer’s employment is involuntarily terminated without cause or a named executive officer terminates his or her employment because of a material breach by the Company of his or her employment agreement, the executive would receive, in addition to the items identified under the heading “Payments Made Upon Any Termination” above:
in the case of Mr. Humphreys, 12 months of base salary continuation and payment of non-equity incentive compensation equal to 100% of the target award for the fiscal year in which the termination occurs in 12 equal monthly installments (to the extent permitted under Internal Revenue CodeIRC Section 409A). In addition, the full award of performance units (granted pursuant to the 2010 Stock Plan) related to the fiscal year in which Mr. Humphreys’ employment is terminated will immediately and automatically vest subject to the satisfaction of applicable performance criteria;
in the case of Ms. Merrill and Ms. Watson,Mr. Grow, 12 months of base salary continuation and payment of non-equity incentive compensation equal to 100% of the award for the most recent full fiscal year prior to termination in 12 equal monthly installments (to the extent permitted under Internal Revenue CodeIRC Section 409A); and
continuation of group life, disability and medical insurance coverage for 12 months in the case of Mr. Humphreys, Ms. Merrill and Ms. WatsonMr. Grow at levels and rates equal to those immediately prior to termination or, if different, as provided to other executive levelexecutive-level employees during such applicable period.
Payments Made Upon a Change in Control
As discussed in detail in the CD&A, the employment agreements, along with the 2010 Stock Plan, contain change in control provisions. The benefits, in addition to the items listed under the heading “Payments Made Upon Any Termination” above, include:
in the case of Mr. Humphreys, whether or not termination results from the change in control, all performance criteria shall be deemed achieved at target levels and all other terms and conditions met to pay out all performance units. In addition, if termination results from the change in control, a lump sum payment in an amount equal to 12 months of base

Delta Apparel, Inc.     47    2014 Proxy Statement


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


in the case of termination resulting from the change in control, each named executive officerMr. Humphreys, Ms. Merrill and Mr. Grow will receive continuation of group life, disability and medical insurance coverage for 12 months at levels and rates equal to those immediately prior to termination or, if different, as provided to other executive levelexecutive-level employees during such applicable period. In addition, Mr. Humphreys, Ms. Merrill and Mr. Grow will receive outplacement assistance will be provided to the executives.assistance.
Payments Made Upon Death or Permanent Disability
In the event of the death or permanent disability of a named executive officer, the executive would receive, in addition to the items listed under the heading “Payments Made Upon Any Termination” above:
six months of base salary continuation and all performance criteria shall be deemed achieved at target levels and all other terms and conditions met to pay out all restricted stock units and/or performance units granted pursuant to the Company’s 2010 Stock Plan;
continuation of group life, disability and medical insurance coverage for six months at levels and rates equal to those immediately prior to the date of permanent disability or, if different, as provided to other executive levelexecutive-level employees during such period.period; and
the Company's Short-Term Incentive Compensation Plan provides that unless the Compensation Committee expressly provides otherwise, if the executive ceases to be an employee of either the Company or one of its subsidiaries during the performance period applicable to an award granted to the executive under the Short-Term Incentive Compensation Plan due to the executive's death or permanent and total disability (as defined in Code Section 22(e)(3)), the executive shall be entitled to a percentage portion of the payment, if any, that the executive would have been entitled to had the executive remained employed by the Company or one of its subsidiaries throughout the performance period, where the percentage shall be the percentage of the performance period during which the executive was an employee of the Company or one of its subsidiaries.



COMPENSATION COMMITTEE REPORT
The members of the Compensation Committee hashave reviewed and discussed the foregoing “Compensation Discussion and Analysis” with Company management. Based on this review, and discussion, the Compensation Committee has recommended to the Board of Directors that the “Compensation Discussion and Analysis” be included in our Annual Report on Form 10-K for the fiscal year ended September 27, 2014,30, 2017, and in this Proxy Statement for filing with the SEC.

COMPENSATION COMMITTEE:
David T. Peterson (Chairperson)
James A. CochranJ. Bradley Campbell
Sam P. Cortez (Chair)
Robert E. Staton, Sr.
A. Alexander Taylor, II




Delta Apparel, Inc.     48    2014 Proxy Statement


DIRECTOR COMPENSATION
In considering the current level of compensation for our non-employee directors and whether any adjustments are appropriate, we have historically obtained data from a number of different sources, including publicly available data for the companies in our industry of comparable size, scope and complexity and market survey data collected by our Human Resources Department.corporate human resources function. Our Compensation Committee is responsible for reviewing and approving changes to the compensation of our non-employee directors.
During fiscal year 2016, we engaged Willis Towers Watson to conduct a market review of the compensation for our non-employee directors. In conjunctionconducting its review, Willis Towers Watson utilized the below-referenced peer group of eight companies developed by Steven Hall & Partners in connection with its review of our Corporate Governance Committee, ournamed executive officer compensation as well as certain survey data based on the proxy disclosures of various public companies. Our Compensation Committee engaged in a reviewused the information and recommendations provided by Willis Towers Watson as part of its analysis for establishing the compensation of non-employee director compensation duringdirectors in fiscal year 2014 and subsequently determined that an increase in the annual equity grant to our non-employee directors from 1,500 shares to 2,000 shares per non-employee director was warranted. Neither our Corporate Governance Committee nor our Compensation Committee engaged a compensation consultant to assist in the determination of director compensation during fiscal year 2014 or the Transition Period.2017.
The Company does not pay any director who is also an employee of the Company or any of its subsidiaries for his or her service as a director.
Ennis, Inc.G-III Apparel Group Ltd.Gildan Activewear, Inc.Oxford Industries, Inc.
Perry Ellis International, Inc.Steven Madden Ltd.Superior Uniform Group, Inc.Vince Holding Corp.
For fiscal year 2014,2017, our non-employee directors were eligible to receive the following compensation:
$25,00030,000 annual retainer;
a grant of 1,5002,500 restricted stock units that convert into shares of Common Stock;common stock on a one-for-one basis;
in the case of the Audit Committee, a $5,000$10,000 annual retainer for the committee chairpersonchair and $3,000$6,000 for the committee members;
in the case of the Compensation and Corporate Governance Committees, a $3,000$10,000 annual retainer for the committee chairpersonschairs and $2,500$5,000 for the committee members;
up to $5,000 every two-year period for Board of Directorcontinuing education; and
reasonable travel expenses to attend meetings.
For the Transition Period, our non-employee directors were eligible to receive the following compensation:
$6,250 retainer;
a grantmeetings and Board of 375 shares of Common Stock;
in the case of the Audit Committee, a $1,250 retainer for the committee chairperson and $750 for the committee members; and
in the case of the Compensation and Corporate Governance Committees, a $750 retainer for the committee chairpersons and $625 for the committee members; and
reasonable travel expenses to attend meetings.Director functions.
The following table summarizes the compensation that our non-employee directors earned for service as members of our Board of Directors and any committee of our Board of Directors during fiscal year 2014 and the Transition Period:2017:






Delta Apparel, Inc.     49    2014 Proxy Statement


Non-Employee Director Compensation
Fiscal Year 2014 & Transition Period2017
Director Compensation
Fees Earned or
Paid in Cash
Stock
Awards
Total
Fees Earned or
Paid in Cash
Stock
Awards
Total
Name($)
($)(1)
($)($)
($)(1)
($)
James A. Cochran$38,125$18,750$56,875
J. Bradley Campbell$41,000$52,825$93,825
Sam P. Cortez$38,125$18,750$56,875$45,000$52,825$97,825
Dr. Elizabeth J. Gatewood$38,125$18,750$56,875$41,000$52,825$93,825
Dr. G. Jay Gogue$37,500$18,750$56,250$45,000$52,825$97,825
David T. Peterson$38,125$18,750$56,875
Suzanne B. Rudy$35,000$18,750$53,750
Robert E. Staton, Sr.$38,125$18,750$56,875$45,000$52,825$97,825
A. Alexander Taylor, II$40,000$52,825$92,825
David G. Whalen$27,000$52,825
$79,825 (2)
(1)Each current non-employee director received 1,8752,500 shares of Company common stock upon the filing of our Annual Report on Form 10-K for our fiscal year ended September 27, 2014, which included 375 shares for service as a non-employee director during the Transition Period.30, 2017. Amounts shown are the aggregate grant date fair value of such stock awards.awards computed in accordance with FASB ASC Topic 718. None of our current non-employee directors have any outstanding stock options or other outstanding equity awards. Please refer to the "Stock Ownership of Management and Principal Shareholders" section of this Proxy Statement for the number of shares of our common stock we believe to be beneficially owned as of December 12, 2014,11, 2017, by each of our current non-employee directors.
(2)Mr. Whalen joined our Board upon his election at the February 9, 2017, annual meeting of shareholders.
For fiscal year 2015, we do not anticipate anyNo changes into the compensation structure applicable toof our non-employee directors other than the above-referenced increase in the annual equity grant to non-employee directors to 2,000 shares.are anticipated for fiscal year 2018.



Delta Apparel, Inc.     50    2014 Proxy Statement


EQUITY COMPENSATION PLAN INFORMATION
The following table provides information regarding shares of our common stock issuable pursuant to equity compensation plans as of September 27, 2014:30, 2017:
Equity Compensation Plans
As of September 27, 201430, 2017
       
Number of Securities to
be Issued upon Exercise
of Outstanding Options,
Warrants and Rights
Weighted Average
Exercise Price of
Outstanding
Options, Warrants
and Rights
Number of Securities
Remaining Available for
Future Issuance under Equity
Compensation Plans
(Excluding Securities Reflected
in Column (a))
Number of Securities to
be Issued upon Exercise
of Outstanding Options,
Warrants and Rights
Weighted Average
Exercise Price of
Outstanding
Options, Warrants
and Rights
Number of Securities
Remaining Available for
Future Issuance under Equity
Compensation Plans
(Excluding Securities Reflected
in Column (a))
Plan Category(a)(b)(c)(a)(b)(c)
 
Equity compensation plans approved by security holders265,352$2.54 562,939512,856
 $13.09
 514,027
 
Equity compensation plans not approved by security holders502,000$12.27 6,000
(1)$8.30
 
 
Total767,352$10.29 562,939518,856
 $13.03
 514,027
 

(1) Represents awards granted under the Delta Apparel Stock Option Plan or Delta Apparel Incentive Stock Award Plan prior to the November 11, 2010, approval by our shareholders of the Delta Apparel, Inc. 2010 Stock Plan.
On November 11, 2010, the Company'sour shareholders approved the Delta Apparel, Inc. 2010 Stock Plan.Plan ("2010 Stock Plan"). Upon shareholder approval of the 2010 Stock Plan, no additional awards have been or will be granted under either the Option Plan or the Award Plan; instead, all stock awards have and will bebeen granted under the 2010 Stock Plan.
Under the 2010 Stock Plan, our Compensation Committee has the authority to determine the employees and directors to whom awards may be granted and the size and type of each award and manner in which such awards will vest. The awards available consist of stock options, stock appreciation rights, restricted stock, restricted stock units, performance stock, performance units, and other stock or cash awards. The aggregate number of shares of common stock that may be delivered under the 2010 Stock Plan is 500,000 plus any shares of common stock subject to outstanding awards under the Delta Apparel Stock Option Plan ("Option Plan") or Delta Apparel Incentive Stock Award Plan ("Award Plan") that are subsequently forfeited or terminated for any reason before vesting or being exercised. The 2010 Stock Plan limits the number of shares that may be covered by awards to any participant in a given calendar year and also limits the aggregate awards of restricted stock, restricted stock units and performance stock granted in any given calendar year. If a participant dies or becomes disabled (as defined in the 2010 Stock Plan) while employed by or serving as a director, all unvested awards become fully vested. Our Compensation Committee is authorized to establish the terms and conditions of awards granted under the 2010 Stock Plan, to establish, amend and rescind any rules and regulations relating to the 2010 Stock Plan, and to make any other determinations that it deems necessary.
Prior to expiration of the Option Plan, our Compensation Committee had the discretion to grant options for up to 2,000,000 shares of common stock to officers and key and middle-level executives for the purchase of our stock at prices not less than fifty percent of the fair market value of the shares on the dates of grant, with an exercise term (as determined by our Compensation Committee) not to exceed 10 years.
Under the Award Plan, our Compensation Committee had the discretion to grant awards for up to an aggregate maximum of 800,000 shares of our common stock. The Award Plan authorized our Compensation Committee to grant to our officers and key and middle levelmiddle-level executives rights to acquire shares at a cash purchase price of $0.01 per share. The Award Plan contained provisions for cash payments equal to the taxes due when the shares vest.



Delta Apparel, Inc.     51    2014 Proxy Statement


Table of Contents

ADDITIONAL INFORMATION
The 20142017 Annual Report contains our fiscal year 20142017 Annual Report on Form 10-K filed with the SEC, including financial statements and financial statement schedule,schedules, but excluding exhibits. The Company will furnish to any shareholder, without charge, a copy of the Company’s Annual Report on Form 10-K for the fiscal year ended September 27, 2014,30, 2017, as filed with the SEC, upon written request to Delta Apparel, Inc., 322 S. Main Street, Greenville, South Carolina 29601, Attention: Deborah H. Merrill, Chief Financial Officer.
By Order of the Board of Directors
/s/ Justin M. Growjmgrowa03.jpg
Justin M. Grow
Corporate Secretary

Greenville, South Carolina
December 19, 201418, 2017


Delta Apparel, Inc.     52    2014 Proxy Statement


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Delta Apparel, Inc.     48     Proxy Statement