On behalf of the Board of Directors and the management of Unifi, Inc. (the “Company”), I invite you to attend the ~~2017~~2022 Annual Meeting of Shareholders (the “Annual Meeting”). The Annual Meeting will be held at 8:30 a.m., Eastern Time, on Wednesday, ~~October 25, 2017~~November 2, 2022 at the ~~Lotte New York Palace~~ Company’s corporate headquarters located at ~~455 Madison~~7201 West Friendly Avenue, ~~at 50th Street, New York, New York 10022.~~Greensboro, North Carolina 27410. Details regarding admission to the Annual Meeting and the business to be conducted are described in the accompanying Notice of ~~2017~~2022 Annual Meeting of Shareholders and Proxy Statement.

~~I hope that~~Whether or not you ~~will~~plan to attend the Annual Meeting in person, ~~but even if you are planning to come,~~ I strongly encourage you to vote as soon as possible to ensure that your shares are represented at the ~~meeting.~~Annual Meeting. The accompanying Proxy Statement explains more about voting. Please read it carefully.

~~Notice of 2017 Annual Meeting of Shareholders~~NOTICE OF 2022 ANNUAL MEETING OF SHAREHOLDERS

The ~~2017~~2022 Annual Meeting of Shareholders (the “Annual Meeting”) of Unifi, Inc. (the “Company”) will be held at 8:30 a.m., Eastern Time, on Wednesday, ~~October 25, 2017~~November 2, 2022 at the ~~Lotte New York Palace~~ Company’s corporate headquarters located at ~~455 Madison~~7201 West Friendly Avenue, ~~at 50th Street, New York, New York 10022,~~Greensboro, North Carolina 27410, for the ~~purpose of voting on the~~ following ~~matters:~~purposes:

The Board of Directors ~~unanimously~~ recommends that you vote “FOR” ~~items~~Items 1, 2, and ~~4, and vote in favor of a frequency of every “1 YEAR” for item~~ 3. The proxy holders will use their discretion to vote on other matters that may properly ~~arise at~~come before the Annual Meeting or any adjournment or postponement thereof.

Only shareholders of record as of the close of business on ~~August 31, 2017~~September 6, 2022 will be entitled to vote at the Annual Meeting.

Your vote is important. Whether or not you plan to attend the Annual Meeting, you are encouraged to vote as soon as possible to ensure that your shares are represented at the ~~meeting.~~Annual Meeting. If you are a shareholder of record and received a paper copy of the proxy materials by mail, you may vote your shares by proxy using one of the following methods: (i) vote by telephone; (ii) vote via the Internet; ~~(ii) vote by telephone;~~ or (iii) complete, sign, date, and return your proxy card in the postage-paid envelope provided. If you are a shareholder of record and received only a Notice of Internet Availability of Proxy Materials by mail, you may vote your shares by proxy at the Internet site address listed on your Notice. If you hold your shares through an account with a bank, broker, or similar organization, please follow the instructions you receive from the ~~holder~~shareholder of record to vote your shares.

The Board of Directors (the “Board of Directors” or the “Board”) of Unifi, Inc. (“~~Unifi”~~UNIFI” or the “Company”) is providing these materials to you in connection with the ~~2017~~2022 Annual Meeting of Shareholders (the “Annual Meeting”). The Annual Meeting will be held at 8:30 a.m., Eastern Time, on Wednesday, ~~October 25, 2017~~November 2, 2022 at the ~~Lotte New York Palace~~ Company’s corporate headquarters located at ~~455 Madison~~7201 West Friendly Avenue, ~~at 50th Street, New York, New York 10022.~~Greensboro, North Carolina 27410.

You ~~have~~ received these materials because the Board of Directors is soliciting your proxy to vote your shares at the Annual Meeting. This Proxy Statement includes information that ~~Unifi~~UNIFI is required to provide you under the Securities and Exchange Commission rules and regulations (the “SEC rules”) and is designed to assist you in voting your shares.

The Board is asking for your proxy. This means you authorize persons selected by the Company to vote your shares at the Annual Meeting in the way that you instruct. All shares represented by valid proxies received and not revoked before the Annual Meeting will be voted in accordance with the shareholder’s specific voting instructions.

Why did I receive a one-page notice regarding Internet availability of proxy materials instead of a full set of proxy materials?

The SEC rules allow companies to choose the method for delivery of proxy materials to shareholders. For most shareholders, the Company has elected to mail a notice regarding the availability of proxy materials on the Internet (the “Notice of Internet Availability”), rather than sending a full set of these materials in the mail. The Notice of Internet Availability, or a full set of the proxy materials (including the Proxy Statement and form of proxy), as applicable, was sent to shareholders beginning September ~~12, 2017,~~9, 2022, and the proxy materials were posted on the investor relations portion of the Company’s website,www.unifi.com, and on the website referenced in the Notice of Internet Availability on the same day. Utilizing this method of proxy delivery expedites receipt of proxy materials by the Company’s shareholders and lowers the cost of the Annual Meeting. If you would like to receive a paper or e-mail copy of the proxy materials, you should follow the instructions in the Notice of Internet Availability for requesting a copy.

If you received a paper copy of these materials by mail, these materials also include the proxy card or voting instruction form for the Annual Meeting.

There are ~~four~~three proposals scheduled to be voted on at the Annual Meeting:

The Board is not aware of any other matters to be brought before the Annual Meeting. If other matters are properly raised at the Annual Meeting, the proxy holders may vote any shares represented by proxy in their discretion.

Admission to the Annual Meeting will be on a first-come, first-served basis. Each shareholder may be asked to present valid photo identification, such as a driver’s license or passport, and proof of stock ownership as of the record date for admittance. Attendees must comply with any and all health and safety protocols imposed by the Company or applicable governmental agency.

The Board set ~~August 31, 2017~~September 6, 2022 as the record date. As of the close of business on the record date, ~~18,261,067~~18,000,191 shares of common stock, ~~$0.10~~ par value $0.10 per share, of ~~the Company~~UNIFI (“Common Stock”) were issued and outstanding. Shareholders are entitled to one vote per share of Common Stock outstanding as of the close of business on the record date on any matter properly presented at the Annual Meeting.

A shareholder of record or registered shareholder is a shareholder whose ownership of Common Stock is reflected directly on the books and records of ~~the Company’s~~UNIFI’s transfer agent, American Stock Transfer & Trust Company, LLC. If you hold Common Stock through an account with a bank, broker, or similar organization,

you are considered the beneficial owner of shares held in street name and are not a shareholder of record. For shares held in street name, the shareholder of record is your bank, broker, or similar organization. ~~The Company~~UNIFI only has access to ownership records for the registered shares. If you are not a shareholder of record and you wish to attend the Annual Meeting, ~~the Company~~UNIFI will require additional documentation to evidence your stock ownership as of the record date, such as a copy of your brokerage account statement, a letter from the shareholder of record (e.g., your bank, broker, or other ~~nominee,~~nominee), or a copy of your voting instruction form or Notice of Internet Availability.

Shareholders of record. You may revoke your proxy or change your vote ~~as follows:~~at any time prior to the taking of the vote at the Annual Meeting by (i) submitting a written notice of revocation to the Company’s Corporate Secretary at Unifi, Inc., 7201 West Friendly Avenue, Greensboro, North Carolina 27410; (ii) delivering a proxy bearing a later date using any of the voting methods described in the immediately preceding Q&A, including by telephone or via the Internet, and until the applicable deadline for each method specified in the accompanying proxy card or the Notice of Internet Availability; or (iii) attending the Annual Meeting and voting in person. Attendance at the Annual Meeting will not cause your previously granted proxy to be revoked unless you specifically make that request or vote in person at the Annual Meeting. For all methods of voting, the last vote cast will supersede all previous votes.

Beneficial owners of shares held in street name. You may revoke or change your voting instructions by following the specific instructions provided to you by the shareholder of record (e.g., your bank, broker, or other nominee), or, if you have obtained a legal proxy from the shareholder of record, by attending the Annual Meeting and voting in person.

Shareholders of ~~record.~~record. If you are a shareholder of record and you vote by proxy, by telephone, via the Internet, or by ~~signing, dating and~~ returning a properly executed and dated proxy card by mail, without giving specific voting instructions, then the proxy holders will vote your shares in the manner recommended by the Board on all matters presented in this Proxy Statement and as the proxy holders may determine in their discretion for any other matters properly presented for a vote at the Annual Meeting.

Beneficial owners of shares held in street ~~name.~~name. If you are a beneficial owner of shares held in street name and you do not provide the organization that holds your shares with specific voting instructions, under the rules of various national and regional securities exchanges, the organization that holds your shares may generally vote on ~~routine~~“routine” matters but cannot vote on ~~non-routine~~“non-routine” matters. If the organization that holds your shares does not receive instructions from you on how to vote your shares on a ~~non-routine~~“non-routine” matter, the organization that holds your shares will inform the inspector of election that it does not have the authority to vote on that matter with respect to your shares. This is referred to as a “broker non-vote.”

~~The~~Proposals 1 and 2, the election of directors and the advisory vote to approve the Company’s named executive officer compensation in fiscal ~~2017 and the advisory vote on the frequency of future advisory votes to approve the Company’s named executive officer compensation~~2022, respectively, are ~~non-routine~~“non-routine” matters. Consequently, without your voting instructions, the organization that holds your shares cannot vote your shares on these proposals. ~~The~~Proposal 3, the ratification of the appointment of KPMG LLP to serve as the Company’s independent registered public accounting firm for fiscal ~~2018~~2023, is considered a ~~routine~~“routine” matter.

What is the quorum for the Annual Meeting? How are abstentions and broker non-votes treated?

The presence, in person or by proxy, of the holders of a majority of the outstanding shares entitled to vote is necessary for the transaction of business at the Annual Meeting. Your shares are counted as being present if you vote in person at the Annual Meeting, by telephone, via the Internet, or by ~~submitting~~returning a properly executed and dated proxy card or voting instruction form by mail. Abstentions and broker non-votes are counted as present for the purpose of determining a quorum for the Annual Meeting.

With respect to Proposal 1, the election of directors, you may vote “for” or “against” each of the nominees for the Board, or you may “abstain” from voting for one or more nominees. Abstentions and broker non-votes are not considered votes cast for the foregoing purpose and will therefore have no effect on the election of director nominees.

With respect to Proposals 2 and 4,3, the advisory vote to approve the Company’s named executive officer compensation in fiscal ~~2017~~2022 and the ratification of the appointment of KPMG LLP to serve as the Company’s

independent registered public accounting firm for fiscal ~~2018,~~2023, respectively, you may vote “for” or “against”

these proposals, or you may “abstain” from voting on these proposals. Abstentions and broker non-votes are not considered votes cast for the foregoing purposes and will therefore have no effect on the vote for these proposals.

~~With respect to~~ As discussed above, because Proposal 3, the ~~advisory vote on~~ratification of the ~~frequency~~appointment of ~~future advisory votes~~KPMG LLP to ~~approve~~serve as the Company’s ~~named executive officer compensation, you may vote~~independent registered public accounting firm for fiscal 2023, is considered a ~~frequency of future advisory “say-on-pay” votes of every “one year,” “two years” or “three years,” or you may “abstain” from voting on this proposal. Abstentions and~~“routine” matter, the Company does not expect any broker non-votes ~~are not considered votes cast for the foregoing purpose and will therefore have no effect on the vote for~~with respect to this proposal.

The persons named as attorneys-in-fact in the proxies, ~~Kevin D. Hall~~Edmund M. Ingle and ~~Thomas H. Caudle, Jr.,~~Gregory K. Sigmon, were selected by the Board and are executive officers, and ~~directors~~with respect to Mr. Ingle, a director, of the Company. If you are a shareholder of record and you return ana properly executed and dated proxy card but do not provide specific voting instructions, your shares will be voted on the proposals as follows:

If other matters properly come before the Annual Meeting and you do not provide specific voting instructions, your shares will be voted on such matters in the discretion of the proxy holders.

The Company is paying the cost of soliciting proxies and will reimburse brokerage firms and other custodians, nominees, and fiduciaries for their reasonable out-of-pocket expenses for sending proxy materials to shareholders and obtaining their proxies. In addition to soliciting the proxies by mail and the Internet, certain of the Company’s directors, officers, and employees, without compensation, may solicit proxies personally or by telephone, facsimile, and e-mail.

The Company will announce preliminary or final voting results at the Annual Meeting and publish final results in a Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) within four business days of the completion of the ~~meeting.~~Annual Meeting.

The Board of Directors evaluates the performance of each director, each committee of the Board, the ~~Non-Executive~~ Chairman, the Lead Independent Director, and the Board of Directors as a whole on an annual basis. In connection with this annual self-evaluation, each director records his or her views on the performance of each director standing for reelection, each committee of the Board, the Chairman, the Lead Independent Director, and the Board of ~~Directors.~~Directors as a whole. The entire Board of Directors reviews the results of these reports and determines what, if any, actions should be taken in the upcoming year to improve its effectiveness and the effectiveness of each director and committee.

~~Unifi~~UNIFI maintains policies that apply to all directors, officers, and employees that prohibit hedging ~~pledging~~ or short selling (profiting if the market price decreases) of Company securities. Such policies also prohibit all directors, officers, and employees from pledging any Company securities, purchasing any Company securities on margin, or incurring any indebtedness secured by a margin or similar account in which Company securities are held, without the prior approval of the ~~securities decreases)~~Audit Committee of ~~Unifi securities.~~the Board.

Pursuant to the Company’s Related Persons Transactions Policy, which is available on the investor relations portion of the Company’s website atwww.unifi.com, the Company reviews relationships and transactions in which the Company and its directors and executive officers or their immediate family members are participants

to determine whether such related persons have a direct or indirect material interest in the relationships or transactions. The Company’s executive management is primarily responsible for ~~the development~~developing and ~~implementation of~~implementing processes and controls to obtain information from the directors and executive officers with respect to related person transactions and for then determining, based on the facts and circumstances, whether a related person has a direct or indirect material interest in any such transaction. As required under the SEC rules, transactions that are determined to be directly or indirectly material to a related person are disclosed in this Proxy Statement. In addition, the Audit Committee reviews and, if appropriate, approves or ratifies any related person transaction that is required to be disclosed under the SEC rules. As set forth in the Audit Committee’s charter, which is available on the investor relations portion of the Company’s website atwww.unifi.com, in the course of its review and, if appropriate, approval or ratification of a disclosable related person transaction, the Audit Committee considers the relevant facts and circumstances, including the material terms of the transaction, risks, benefits, costs, availability of other comparable services or products, and, if applicable, the impact on a director’s independence.

In fiscal ~~2017,~~2022, the Company paid Salem Leasing Corporation, a wholly owned subsidiary of Salem Holding Company, approximately ~~$3.914~~$4.3 million in connection with leases of tractors and trailers and for related transportation services. In addition, the Company earned income from Salem Global Logistics, Inc., a wholly owned subsidiary of Salem Holding Company, of approximately $128,000 in connection with providing for-hire freight services for Salem Global Logistics, Inc. Mr.Kenneth G. Langone, a director of the Company, owns a non-controlling 33% equity interest in, and is a director and the Non-Executive Chairman of, Salem Holding Company. Mr. Langone is not an employee of Salem Holding Company or any of its subsidiaries and is not involved in the day-to-day operations of any such company. The terms of the Company’s leases with Salem Leasing Corporation are, in the Company’s opinion, no less favorable than the terms the Company would have been able to negotiate with an independent third party. The terms of payment to the Company by Salem Global Logistics, Inc. for the freight services were, in the Company’s opinion, no less favorable than the terms the Company would have been able to negotiate

with an independent third party. The foregoing ~~were~~transaction was approved under ~~Unifi’s~~UNIFI’s Related Persons Transactions Policy.

On May 18, 2022, UNIFI entered into a Private Sale Stock Purchase Agreement with each of Impala Master Fund Ltd. (“IMF”) and Waterbuck Master Fund Ltd. (“Waterbuck” and, together with IMF, the “Impala Funds”), pursuant to which the Company agreed to purchase 458,323 shares of Common Stock and 41,677 shares of Common Stock (collectively, the “Shares”) from IMF and Waterbuck, respectively, for a purchase price equal to $13.5736 per share or $6,786,800 in the aggregate. The transactions closed on the same day. Robert J. Bishop, who was a member of the Board until his resignation, effective March 31, 2022, is the founder, the Managing Principal, and a member of each of Impala Asset Management LLC and Impala Asset Advisors LLC and a limited partner in the Impala Funds that sold the Shares, as to which Impala Asset Management LLC and Impala Asset Advisors LLC are investment manager and general partner, respectively. The foregoing transactions were approved under UNIFI’s Related Persons Transactions Policy.

The Board of Directors oversees the Company’s risk profile and management’s processes for assessing and managing risk, both as a whole Board and through its committees. The full Board reviews strategic risks and opportunities facing the Company. Among other areas, the Board is involved in overseeing risks related to the Company’s overall strategy, business results, capital structure, capital allocation and budgeting, and executive officer succession. Certain other important categories of risk are assigned to designated Board committees (which are ~~compromised~~composed solely of independent directors) that report back to the full Board. In general, the committees oversee the following risks:

The Board believes that its leadership structure supports the Company’s governance approach to risk oversight as both the ~~Chief~~ Executive ~~Officer is~~Chairman and the principal executive officer are involved directly in risk management as ~~a member~~members of the Company’s management team, while ~~the Chairman of the Board and~~ the committee chairpersons, in their respective areas, maintain oversight roles as independent members of the Board.

The Compensation Committee has sole authority under its charter to retain compensation consultants and other advisors and to approve such consultants’ and advisors’ fees and retention terms. The Compensation Committee has retained Korn Ferry ~~Hay Group~~ to serve as its independent advisor and to provide it with advice and support on executive compensation issues.

The Compensation Committee has reviewed and confirmed the independence of Korn Ferry ~~Hay Group~~ as the Compensation Committee’s compensation consultant. Neither Korn Ferry ~~Hay Group~~ nor any of its affiliates provides

any services to ~~Unifi~~UNIFI except for services provided to the Compensation Committee. In addition to Korn Ferry, ~~Hay Group,~~ the Compensation Committee has reviewed the independence of each other outside advisor in advance of receiving advice from such ~~person.~~advisor.

Shareholders and other interested parties can communicate directly with any of the Company’s directors, ~~including its non-management directors or the Non-Executive Chairman of the Board,~~ by sending a written communication to a director at Unifi, Inc. c/o Corporate Secretary, 7201 West Friendly Avenue, Greensboro, North Carolina 27410. Shareholders and other interested parties wishing to communicate with Archibald Cox, Jr., as Lead Independent Director, or with the independent directors as a group may do so by sending a written communication to Mr. Cox at the above address. In addition, any party who has concerns about accounting, internal controls, or auditing matters may contact the Audit Committee directly by sending a written communication to the Chair of the Audit Committee at the above address or by calling toll-free 1-800-514-5265. Such communications may be confidential or anonymous. All such communications are promptly reviewed before being forwarded to the addressee. Any concerns relating to accounting, internal controls, auditing matters, or officer conduct are sent immediately to the Chair of the Audit Committee. ~~Unifi~~UNIFI generally will not forward to directors a shareholder communication that it determines to be primarily commercial in nature, relates to an improper or irrelevant topic, or requests general information about the Company.

Pursuant to the Company’s Director Compensation Policy, each director who is considered “independent” within the meaning of the Director Independence Standards adopted by the Board of Directors, which incorporate the independence standards of the NYSE rules, receives compensation for his or her service on the Board, while each non-independent director receives no compensation for his or her service as a director. In fiscal ~~2017,~~2022, the Company’s non-independent directors were Messrs. ~~Thomas H. Caudle, Jr., Kevin D. Hall~~Ingle and ~~William L. Jasper. Mr. Jasper, who served as Chairman and Chief Executive Officer of the Company until April 2016, did not stand for reelection at the 2016 Annual Meeting of Shareholders.~~Carey. The following table sets forth the compensation paid to each independent director who served on the Board in fiscal ~~2017:~~2022:

The table below shows the number of unexercised options to purchase shares of Common Stock held by each independent director as of June 25, 2017; no independent director held any unvested restricted stock units. Mr. Langone exercised all of his options on August 30, 2017.

The Corporate Governance and Nominating Committee reviews the form and amount of director compensation and makes recommendations to the Board of Directors for its consideration and approval. The ~~Corporate Governance and~~

~~Nominating Committee and the~~ Board ~~of Directors~~ approved the Company’s Director Compensation Policy on October ~~26, 2016.~~30, 2019. The compensation for ~~Unifi’s~~UNIFI’s independent directors is as follows:

$100,000 annual retainer, where up to 50% of such amount is payable (at the director’s election) in cash and the remainder of such amount is an equity grant payable in shares of Common Stock;

●

~~$45,000 annual retainer for the Chairman, payable (at the director’s election) in cash or restricted stock units;~~

$15,000 annual retainer for the Lead Independent Director, payable (at the director’s election) in cash or shares of Common Stock;

$15,000 annual retainer for the Chair of the Audit Committee, payable (at the director’s election) in cash or shares of Common Stock;

$10,000 annual retainer for the Chairs of the Compensation Committee and the Corporate Governance and Nominating Committee, payable (at such director’s election) in cash or shares of Common Stock; and

reimbursement of reasonable expenses incurred for attending Board and committee meetings.

A director may be issued stock units, in lieu of shares of Common Stock, which would be payable upon the director’s cessation of service as a member of the Board. The number of any shares of Common Stock or stock units granted to a director shall be determined based on the fair market value of the Common Stock on the date of the director’s election to the Board, and the number of shares of Common Stock underlying any stock option granted to a director shall be determined based on the Black-Scholes value of the Common Stock on the option grant date.

●

~~$15,000 annual retainer for the Chair of the Audit Committee, payable (at the director’s election) in cash or restricted stock units;~~

●

~~$10,000 annual retainer for the Chairs of the Compensation Committee and the Corporate Governance and Nominating Committee, payable (at such director’s election) in cash or restricted stock units;~~

●

~~an annual equity grant of $125,000 in the form of restricted stock units on the day of election to the Board at the annual meeting of shareholders, which units vest in full upon grant; and~~

●

~~reimbursement of reasonable expenses incurred for attending Board and committee meetings.~~

Any independent director who is initially appointed or elected to the Board ~~of Directors~~ other than at the annual meeting of shareholders will receive ~~an equity grant in the form of restricted stock units one day following such appointment~~his or ~~election, where the amount of units to be granted would be~~her annual retainer calculated on a pro rata basis based upon the period between the date of such appointment or election and the anticipated date of the next annual meeting of shareholders.

Information about our Executive Officers

Set forth below are the names, ages, and professional backgrounds of the Company’s executive officers, including all positions and offices with the Company held by each such person and each such person’s principal ~~occupations~~occupation or employment during at least the past five years. Each executive officer of ~~the Company~~UNIFI is elected by the Board ~~of Directors~~ and holds office from the date of election until thereafter removed by the Board.

Edmund M. Ingle.~~Kevin D. Hall.~~Mr. ~~Hall,~~Ingle, age ~~58,~~57, has served as Chief Executive Officer of UNIFI and a member of the ~~Company~~Board of Directors since June 2020. From May ~~2017. Prior~~2019 to ~~joining Unifi, Mr. Hall~~June 2020, he served as Chief Executive Officer of ~~NatPets LLC,~~the Recycling group of Indorama Ventures, a ~~high-growth natural/organic premium pet~~global chemicals company and a global integrated leader in PET and fibers serving major customers in diversified end-use markets. From May 2018 to June 2020, he was Chairperson and Chief Executive Officer of Indorama’s Wellman International division. Prior to that, Mr. Ingle was with UNIFI for over 30 years, during which time he held various key leadership positions, including Vice President of Global Corporate Sustainability, Vice President of Supply Chain, General Manager of the Company’s Flake and Chip business, Vice President and General Manager of REPREVE® Polymers, General Manager of the Company’s Nylon business, and Director of Global Procurement. Additional information about Mr. Ingle can be found under “Proposal 1: Election of Directors—Director Nominees.”

Albert P. Carey. Mr. Carey, age 71, has served as Executive Chairman of the Board of UNIFI since April 2019 and a member of the Board of Directors since 2018. Mr. Carey previously served as Non-Executive Chairman of the Board of the Company from January 2019 to March 2019. In March 2019, Mr. Carey retired from PepsiCo, Inc., a consumer products company, after a 38-year career with the company during which time he held a number of senior leadership roles, including Chief Executive Officer of PepsiCo North America from March 2016 to January 2019, Chief Executive Officer of PepsiCo North America Beverages from July 2015 to March 2016, Chief Executive Officer of PepsiCo Americas Beverages from September ~~2016~~2011 to ~~May 2017. From 2014 to~~July 2015, ~~Mr. Hall was~~and President and Chief Executive Officer of Geneva Watch Group, a global fashion watch and accessories business. Between 2012 and 2014, Mr. Hall ran the KDH Advisory Group where he served as a consultant/advisor to a number of companies, including Pact at Revelry Brands, Vogue International, Inmar, Inc. and TCS Education System. FromFrito-Lay North America from June 2006 to 2011, he served as Chief Marketing Officer at Hanesbrands Inc. and then was promoted to President of the Outerwear strategic business unit of Hanesbrands Inc., a business unit that included Champion Activewear, Just My Size and Hanes Casualwear.September 2011. Additional information about Mr. ~~Hall~~Carey can be found ~~above~~ under “Proposal 1: Election of Directors—~~Nominees for Director.~~Director Nominees.”

Craig A. Creaturo.~~Thomas H. Caudle, Jr.~~Mr. ~~Caudle,~~Creaturo, age 65, has served as President & Chief Operating Officer of Unifi since August 2017. Previously, he was President of the Company from April 2016 to August 2017, Vice President of Manufacturing of the Company from October 2006 to April 2016 and Vice President of Global Operations of the Company from April 2003 to October 2006. Additional information about Mr. Caudle can be found above under “Proposal 1: Election of Directors—Nominees for Director.”

~~Jeffrey C. Ackerman.~~ ~~Mr. Ackerman, age 54,~~52, has served as Executive Vice President & Chief Financial Officer of ~~Unifi~~UNIFI since September ~~5, 2017. Previously,~~2019. Mr. ~~Ackerman~~Creaturo served as ~~Executive Vice President &~~ Chief Financial Officer & Vice President-Administration of ~~The Fresh Market,~~Chromalox, Inc., ~~a specialty grocery retailer focused on creating~~ an ~~extraordinary food shopping experience for its customers,~~advanced thermal technologies manufacturing company, from ~~June 2013~~February 2015 to ~~September 2016.~~March 2019. Prior to that, he served as ~~Executive Vice President &~~ Chief Financial Officer of Sealy Corporation, one of the largest bedding manufacturers in the world, from 2006 to 2013. From 1997 to 2006, Mr. Ackerman held various finance positions, including Vice President, Finance, with Dade Behring Inc.II-VI Incorporated (“II-VI”), a ~~medical diagnostics company.~~publicly traded global leader in engineered materials and optoelectronic components, from 2004 to 2014, Treasurer of II-VI from 2000 to 2014, and Corporate Controller of II-VI from 1998 to 2000. From ~~1989~~1992 to ~~1997,~~1998, he held a variety of ~~finance~~audit roles at Arthur Andersen LLP. Mr. Creaturo is a certified public accountant in the ~~Frito-Lay branded snack foods division~~Commonwealth of ~~PepsiCo, Inc.~~Pennsylvania.

Hongjun Ning.~~Richard E. Gerstein.~~Mr. ~~Gerstein,~~Ning, age ~~52,~~55, has served as an Executive Vice President ~~Global Branded Premium Value-Added Products and Chief Marketing Officer~~ of ~~the Company~~UNIFI since August 2017. Before joining Unifi, Mr. Gerstein served from January 2015 to August 2017 as founder and a partner of two consulting firms, TNG Consulting and The Brand CHarGe, in San Francisco, California. With TNG Consulting, Mr. Gerstein worked with early-stage technology and consumer products companies on strategy, marketing and investment. With The Brand CHarGe, Mr. Gerstein assisted private equity firms with new business and proprietary customer assessments used in due diligence and growth plans. From May 2014 to May 2015, Mr. Gerstein served as Chief Customer Officer for Motista, LLC where he developed new client relationships and new products. Previously, Mr. Gerstein co-founded and served as Chief Executive Officer of ZigMail.com (from 2011 to 2014) and served in various executive roles with HP Inc. (formerly known as Hewlett-Packard Company) (from 2010 to 2011), Sears Holdings Corporation (from 2007 to 2010), Alberto-Culver Company (from 2005 to 2007) and The Procter & Gamble Company (from 1987 to 2005).

~~John D. Vegas.~~Mr. Vegas, age 46, has served as Executive Vice President, Global Chief Human Resources Officer of the Company since August 2017. Before joining Unifi, Mr. Vegas served, from August 2015 to August 2017, as Vice President, Human Resources and Chief Human Resources Officer of G&K Services, Inc., a service-focused provider of branded uniform and facility services programs, which was acquired by Cintas Corporation in March 2017. From 2003 to 2015, Mr. Vegas was with Ecolab Inc., the global leader in water, hygiene and energy technologies and services that protect people and vital resources, where he held several management positions, including Vice President and General Manager, Institutional Latin America; Regional ViceJuly 2020, President of ~~Sales; Vice~~Unifi Textiles (Suzhou) Co. Ltd. (“UTSC”) (UNIFI’s subsidiary in China) since March 2020, and President of ~~Human Resources—Institutional Sector; and Director of~~

~~HR—Industrial Sector. Prior to that, Mr. Vegas worked for Food Lion, LLC, from 2001 to 2003, as Director of Organizational Development and for Hannaford Bros. Co., from 1993 to 2001,~~Unifi Asia Pacific (Hong Kong) Company, Limited (“UAP”) (UNIFI’s subsidiary in ~~a variety of management roles.~~

~~Mark A. McNeill.~~~~Mr. McNeill, age 42, has served as Executive Vice President, Global Innovation & Asia Business Unit of Unifi~~Hong Kong) since ~~August~~June 2017. ~~Prior to that, Mr. McNeill had~~Previously, he served as Vice President of ~~Technology~~UTSC from September 2013 to June 2017, Director of Sales & Marketing of UTSC from August 2008 to September 2013, and ~~Business Development~~General Manager, Sales & Marketing of a former UNIFI joint venture in China from January 2006 to August 2008.

Gregory K. Sigmon. Mr. Sigmon, age 32, has served as an executive officer of UNIFI since July 2022 and as General Counsel and Corporate Secretary of the Company since June ~~2015.~~2020. Previously, Mr. ~~McNeill~~Sigmon served as ~~Corporate Product Development Manager in charge~~a Vice President of ~~product development~~UNIFI from June 2020 to July 2022 and ~~marketing for Unifi~~as Assistant General Counsel of the Company from ~~July 2013~~September 2019 to June 2020. Before joining UNIFI, Mr. Sigmon served as an officer in the legal department of BB&T Corporation (“BB&T”) in Winston-Salem, North Carolina, where he was a Vice President from April 2018 to August 2019, an Assistant Vice President from September 2015 to March 2018, and ~~Technical Service and Product~~a graduate of BB&T’s Leadership Development ~~Manager from February 2011 to July 2013.~~Program. Mr. ~~McNeill has been employed with~~Sigmon is a member of the ~~Company since 1997.~~North Carolina State Bar.

Compensation ~~Discussion~~Discussion and Analysis

This Compensation Discussion and Analysis provides an overview of the Company’s executive compensation program, including:

the process the Compensation Committee used to determine compensation and benefits for the following named executive officers (“NEOs”) for fiscal 2022:

●

Edmund M. Ingle

~~the process the Compensation Committee used to determine compensation and benefits for the following named executive officers (“NEOs”) for fiscal 2017:~~


~~Kevin D. Hall~~		Chief Executive Officer
~~Thomas H. Caudle, Jr.~~			~~President & Chief Operating Officer~~
~~Sean D. Goodman~~	Albert P. Carey		Executive Chairman

Craig A. Creaturo		Executive Vice President & Chief Financial Officer

Hongjun Ning		Executive Vice President, President of UTSC, and President of UAP

Lucas de Carvalho Rocha		Former Executive Vice President and President of Unifi do Brasil, Ltda. (~~until his resignation on June 25, 2017)~~“UdB”) (UNIFI’s subsidiary in Brazil)⁽¹⁾

●

(1)

On June 16, 2022, Mr. Rocha informed the Board that he would retire from his positions with the Company on July 31, 2022.

the material elements ~~of the Company’s executive compensation program; and~~

●

~~the key principles and objectives, including the Company’s focus on pay for performance, that guide the Company’s executive compensation program.~~

~~Executive Summary~~

~~Executive Team Additions and Promotions~~

~~The senior leadership team transition that began during fiscal 2016 with the appointment of Thomas H. Caudle, Jr. as President of the Company in April 2016 gathered momentum during fiscal 2017.~~

In May 2017, the Board of Directors announced the appointment of Kevin D. Hall as Chief Executive Officer of the Company. Mr. Hall brings to the Company extensive executive leadership and marketing experience in a number of industries. Mr. Hall will lead the Company’s growth efforts by emphasizing premium value-added (“PVA”) product sales, building Company brand awareness through marketing and strategic partnerships with leading brands and retailers and driving product innovation and continuous operational improvements.

In August 2017, the Company announced (i) the appointment of Mr. Caudle, the Company’s President, as President & Chief Operating Officer, (ii) the appointment of Richard E. Gerstein as Executive Vice President, Global Branded Premium Value-Added Products and Chief Marketing Officer, (iii) the appointment of John D. Vegas as Executive Vice President, Global Chief Human Resources Officer and (iv) the promotion of Mark A. McNeill to Executive Vice President, Global Innovation & Asia Business Unit.

On September 5, 2017, the Company announced the appointment of Jeffrey C. Ackerman as Executive Vice President & Chief Financial Officer to succeed Mr. Goodman who resigned from the Company at the end of fiscal 2017.

~~The appointments and promotion provide a talented and deeply experienced team for execution~~ of the Company’s ~~long-term growth plan.~~executive compensation program; and

the key principles and objectives, including the Company’s focus on pay for performance, that guide the Company’s executive compensation program.

Executive Summary

Company Performance Highlights

~~The Company’s solid~~In fiscal 2022, global economic recovery, domestic weather events, supply chain challenges, and general inflationary pressures led to higher input costs for the Company. In the United States, rising input costs and a tighter labor pool placed meaningful pressure on domestic gross profit performance during fiscal 2022.

In the past, selling price adjustments were primarily associated with changes in ~~fiscal 2017 was primarily~~ the ~~result~~price of ~~its international operations, with continued growth~~polyester and nylon raw materials, but the current environment requires that selling price adjustments accommodate significant increases in ~~global sales~~all categories of input costs, including: packaging, supplies, additives, and labor. For the majority of the Company’s ~~PVA products (including REPREVE~~^®~~), and further growth and diversification~~portfolio, selling price adjustments were implemented to protect gross margins. However, some selling price adjustments in the ~~Company’s recycling operations. For purposes~~United States and Central America were not realized rapidly enough to avoid temporary gross margin declines in certain portions of ~~executive officer performance evaluation,~~the portfolio. While the Company ~~achieved Adjusted EBITDA~~¹ ~~(as hereinafter defined) results~~has navigated the dynamic cost environment better than in recent prior years, elevated levels of ~~$68.7 million, slightly above fiscal 2016 Adjusted EBITDA~~input costs and lower levels of $68.6 million but below the target level of $69.336 million set for fiscal 2017 under the Company’s annual cash bonus incentive program. PVA product sales reached 40% of the consolidated portfolio for fiscal 2017 and the Company’s net debt decreased from $106.4 million to $94.0

¹	Adjusted EBITDA is a non-GAAP financial performance measure. A reconciliation of net income attributable to Unifi, Inc., which is the most directly comparable GAAP measure, to Adjusted EBITDA is presented in Appendix A to this Proxy Statement.

~~million at the end of fiscal 2017. The Company’s earnings from its core~~labor productivity across manufacturing operations in fiscal 2017 was in-line with the prior fiscal year but consolidated net income decreased to $32.9 million from $34.4 million in fiscal 2016 as the result of a loss associated with the divestiture of a non-core business and a decline in earnings attributableremain headwinds to the Company’s ~~investment~~profitability.

In order to address these input cost and labor headwinds during fiscal 2022, the Company (i) instituted responsive selling price adjustments at all locations and (ii) prioritized more focused training and retention initiatives within the domestic manufacturing workforce. The Company expects both actions to improve profitability in ~~Parkdale America, LLC.~~future periods.

In addition to the recent escalation of input costs, the Company experienced inefficiencies in the global supply chain in connection with (i) freight costs and logistics slowdowns in foreign markets; (ii) a tighter labor pool in the United States; and (iii) suppressed productivity from business partners resulting from pandemic-related lockdowns in certain regions, particularly Asia. Despite some stabilization of these events, the Company experienced global demand volatility and uncertainty in the fourth quarter of fiscal 2022 and at the start of fiscal 2023, as the threat of recession continues to create uncertainty for calendar

2022 and 2023. The existing challenges and future uncertainty, particularly for rising input costs, labor productivity, and global demand, could worsen and/or continue for prolonged periods, materially impacting the Company’s Americas and Asia reporting segments. The need for future selling price adjustments could impact the Company’s ability to retain current customer programs and compete successfully for new programs in certain regions.

Executive Compensation Highlights

As described in greater detail below, the Company believes its executive compensation program should attract top executive talent, ~~pay for performance~~follow a pay-for-performance compensation model, and link executive retention to long-term shareholder value. Accordingly, the Company took the following actions during fiscal ~~2017~~2022 with respect to the compensation of its NEOs:

based annual incentive compensation payments to the NEOs on Adjusted EBITDA (as hereinafter defined) targets for fiscal 2022 and, in certain cases, on Adjusted Working Capital as a Percentage of Sales (as hereinafter defined), and made no payouts below applicable Adjusted EBITDA or Adjusted Working Capital as a Percentage of Sales thresholds;

●

~~Increased the base salaries for Messrs. Caudle and Goodman to more closely align with the market and their positions with the Company.~~

awarded long-term incentives in the form of restricted stock units consistent with past practice; and

●

~~Awarded cash bonus payments to Messrs. Caudle and Goodman based on the Company’s Adjusted EBITDA performance for fiscal 2017.~~

issued performance share unit awards for the first time, the vesting of which is contingent on the Company’s financial performance during a three-year performance period, further linking pay to performance.

●

Granted long-term incentives to Messrs. Caudle and Goodman in the form of three-year installment vesting stock options to promote executive retention and further align executive pay with long-term shareholder value.

●

Granted service-vested restricted stock units to Mr. Caudle to incentivize his continued service to the Company during the build-out of the new senior leadership team and the execution of the Company’s strategic growth plan.

●

Appointed Mr. Hall as Chief Executive Officer and, after consultation with the Compensation Committee’s compensation consultant, entered into an employment agreement that provides Mr. Hall compensation and benefits in-line with the market and his position with the Company.

Compensation Philosophy, Principles, and Policies

The Company’s executive compensation philosophy is to:

Attract Top

Executive Talent

Follow a Pay-for-Performance

Compensation Model

Link Executive Retention to

Long-Term

Shareholder Value

The Company’s executive compensation program should attract high-quality executives who possess the skills and talent necessary to support and achieve the Company’s strategic objectives.

Executives should be rewarded for their achievement of near-term and long-term operating performance goals established by the Board.

The Company seeks to promote its executives’ loyalty and retention by utilizing a stock ownership policy and other arrangements that further link executive compensation to sustained shareholder value and consistent Company performance.

Therefore, the focus of the Company’s executive compensation program and the Compensation Committee is to ensure that an appropriate relationship exists between executive pay and the creation of shareholder value, while at the same time enabling the Company to attract, retain, reward, and motivate ~~high caliber employees.~~talented and experienced executives. The Compensation Committee monitors the results of its executive compensation policy to ensure that compensation payable to executive officers creates proper incentives to enhance shareholder value, rewards superior performance, is justified by returns available to shareholders, and discourages employees from taking unnecessary or excessive risks that could ultimately threaten the value of the Company.

In establishing compensation for the NEOs, the following principles and policies guide the Company’s executive compensation decisions:

set all components of executive compensation so that the Company can continue to attract, retain, reward, and motivate talented and experienced executives;

●

~~all components of executive compensation should be set so that the Company can continue to attract, retain, reward and motivate talented and experienced executives;~~

ensure alignment of executive compensation with the Company’s corporate strategies and business objectives and the long-term interests of shareholders;

●
~~ensure alignment of executive compensation with the Company’s corporate strategies and business objectives and the long-term interests of shareholders;~~
increase the incentive to achieve key strategic and financial performance measures by linking incentive award opportunities to the achievement of performance goals in those areas; and

enhance the NEOs’ incentive to increase the Company’s long-term value, as well as promote the retention of key personnel, by providing a portion of total compensation opportunities in the form of direct ownership in the Company through stock ownership.

●

~~increase the incentive to achieve key strategic and financial performance measures by linking incentive award opportunities to the achievement of performance goals in those areas; and~~

●

enhance the NEOs’ incentive to increase the Company’s long-term value, as well as promote retention of key personnel, by providing a portion of total compensation opportunities in the form of direct ownership in the Company through stock ownership.

The Compensation Committee reviews and approves all components of the NEOs’ compensation. The Compensation Committee also monitors the compensation levels in general for all other senior level employees of the Company. In addition, the Compensation Committee has the discretion to hire compensation and benefits consultants to assist in developing and reviewing overall executive compensation strategies.


What the Company Does	What the Company Doesn’t Do
• The Company’s pay-for-performance philosophy means the majority of executive officer compensation is ~~at-risk~~“at risk” and tied to the creation of shareholder value.	• The Company doesn’t discount, reload, or reprice stock option awards.

• The Company’s stock ownership guidelines align the interests of the Company’s executives with those of its shareholders.	• The Company doesn’t pay gross-ups for golden parachute excise taxes.

• The Company uses an objective financial performance ~~metric~~measures in the annual incentive compensation plan closely tied to the Company’s business strategy.	• The Company doesn’t permit hedging or short selling (profiting if the market price decreases) of UNIFI securities.

• The Company has caps on payouts for annual incentive compensation.	• The Company doesn’t design compensation plans that encourage unnecessary or excessive risk.

• The Company has a robust clawback policy for annual and long-term incentive awards.	• The Company doesn’t provide guaranteed minimum payouts of annual incentive opportunities.

• The Company has engaged an independent compensation consultant.	~~• The Company doesn’t discount, reload or reprice stock option awards.~~ ~~• The Company doesn’t pay gross-ups for golden parachute excise taxes.~~ ~~• The Company doesn’t permit hedging, pledging or short selling (profiting if the market price of the securities decreases) of Unifi securities.~~ ~~• The Company doesn’t design compensation plans that encourage unnecessary or unreasonable risk-taking.~~	• The Company doesn’t provide excessive perquisites.

Overview of Compensation Components

The Compensation Committee views executive compensation inas comprised of four ~~component parts:~~

components. A brief description ~~of each of these components is provided below, together with a~~and summary of ~~its objectives:~~the objectives for each component follows:


Compensation ~~Element~~ Component	Description	Objectives
Base Salary	• Fixed compensation that is reviewed ~~annually~~periodically based on ~~performance.~~performance and changes in job scope and responsibilities.	• Provide a base level of compensation that fairly accounts for the job and scope of the role being performed. • Attract, retain, reward, and motivate ~~qualified~~talented and experienced executives.
Annual Incentives	• “At-risk” variable compensation earned based on performance measured against pre-established annual goals.	• Provide incentives for achieving annual operating goals that ultimately contribute to long-term value for shareholders.
Long-Term Incentives	• “At-risk” variable compensation in the form of equity awards, ~~whose~~the value of which fluctuates according to shareholder value and that vest based on continued service.	• Align the economic interests of the Company’s executives with its shareholders by rewarding executives for stock price improvement.
	• Supplemental retirement contributions based on executives’ respective base salaries earned over time, ~~based on~~subject to continued service.	~~• Align the economic interests of the executives with the shareholders by rewarding executives for stock price improvement.~~ • Promote retention (through time-based ~~and performance~~ vesting ~~schedules)~~periods).
Other Personal Benefits	• Broad-based benefits provided to all of the Company’s employees (e.g., health and group term life ~~insurance),~~insurance, a retirement savings plan, and certain ~~perquisites.~~perquisites).	• Provide a competitive total compensation package to attract and retain key executives.

Compensation Mix

Consistent with the philosophy, principles, and policies of the Company’s executive compensation program, the program places approximately 60% of total executive compensation “at risk” based on the performance of the Company and the executive through an annual cash bonus incentive program and equity-based long-term incentive awards. ~~The~~During fiscal 2022, the Company ~~uses~~used the Unifi, Inc. Second Amended and Restated

2013 Incentive Compensation Plan (the ~~“2013 Incentive Compensation~~“Second Amended 2013 Plan”) ~~in order~~ to provide those equity-based awards. The Company believes the substantial weighting of performance-based compensation encourages its executives to achieve near-term and long-term operating performance goals designed to create or enhance shareholder value.

Control by the Compensation Committee

The Compensation Committee reviews and approves corporate goals and objectives relevant to the compensation of each NEO, evaluates each NEO’s performance in light of these goals and objectives (with input from the principal executive officer for NEOs other than the principal executive officer), and sets each NEO’s

compensation level based on this evaluation and consultation. The Compensation Committee also advises senior management with respect to the range of compensation to be paid to other employees of the Company, administers and makes recommendations to the Board concerning benefit plans for the Company’s directors, officers, and employees, and recommends benefit programs and future ~~objectives~~goals and ~~goals~~objectives for the Company.

As in the past, the Compensation Committee continued to consider a wide range of factors in making its fiscal ~~2017~~2022 compensation decisions for the Company’s NEOs, including the historical practices of the Company; the individual NEO’s leadership and role in advancement of the Company’s long-term strategy, plans, and objectives; the individual NEO’s performance and contribution to the Company’s success; budget guidelines established by the Board; and an assessment of the Company’s financial condition. Additionally, the Compensation Committee considered the Company’s fiscal 2021 operating and Adjusted EBITDA results, along with the ~~current~~existing economic climate. Based on this information and these factors, the Compensation Committee set executive compensation for fiscal ~~2017.~~2022.

During fiscal ~~2017,~~2022, the Compensation Committee engaged Korn Ferry ~~Hay Group~~ as an independent advisor to assist the Compensation Committee with ~~developing market-based compensation and benefit levels for newly recruited members~~the administration of the Company’s ~~senior leadership team, evaluating an appropriate retention award for Mr. Caudle and reviewing the Company’s long-term incentive award strategy.~~executive compensation program. The Compensation Committee does not believe it is appropriate to tie executive compensation directly to the compensation awarded by other companies or to a particular survey or group of surveys. Instead, the Compensation Committee consults with Korn Ferry ~~Hay Group~~ to gain a general understanding of compensation practices and trends of ~~similarly situated companies.~~the Company’s peer group. The Compensation Committee members use that knowledge as a tool in considering the overall compensation of the Company’s executives. No specific compensation decision for any individual was based on or justified by any market comparison reports or information.

Peer Group

The Compensation Committee periodically compares the Company’s compensation practices to those of other companies within its U.S. geographical footprint and industry (or related industries from which UNIFI might seek, or to which UNIFI possibly could lose, management talent). Such comparisons have been done with the assistance of Korn Ferry. The Compensation Committee believes the comparison data provides useful information for the administration of the Company’s executive compensation program.

The Compensation Committee evaluates and approves of the peer group of companies each year. For fiscal 2022, the Compensation Committee considered a number of factors and determined to leave the peer group unchanged from fiscal 2021. It includes the following 10 companies:


• Culp, Inc.	• Interface, Inc.
• Delta Apparel, Inc.	• Lifetime Brands, Inc.
• Ethan Allen Interiors Inc.	• Oxford Industries, Inc.
• Flexsteel Industries, Inc.	• Superior Group of Companies, Inc.
• Hooker Furnishings Corporation	• Vera Bradley, Inc.

The peer group allows the Compensation Committee to monitor the compensation practices of the Company’s primary competitors for executive talent. However, the Compensation Committee does not target any specific pay percentile of the peer group for the Company’s executive officers. Instead, this information is used to provide a general overview of market practices and trends and to ensure the Compensation Committee makes informed decisions regarding the Company’s executive compensation program.

Detailed Review of Compensation Components

Base ~~Salaries~~Salary

The Compensation Committee believes in maintaining a close relationship between the Company’s performance and the base salary component of the compensation for each NEO. ~~As in prior fiscal years, no formula-based salary increases were provided to the NEOs during fiscal 2017.~~ The factors considered by the Compensation Committee in setting the NEOs’ base salaries ~~for fiscal 2017 included:~~include:

the executive’s leadership and role in advancement of the Company’s long-term strategy, plans, and objectives;

●

~~the executive’s leadership and advancement of the Company’s long-term strategy, plans and objectives;~~

the executive’s performance and contribution to the Company’s success;

●

~~the executive’s individual performance and contribution to the Company’s success and budget guidelines; and~~

budget guidelines established by the Board; and

●

~~an assessment of the Company’s financial condition.~~

an assessment of the Company’s financial condition.

In addition to reviewing the above factors, the Compensation Committee also believes that strong and effective communication with management helps the Company adhere to its compensation philosophy, principles, and policies. Therefore, the Compensation Committee consults with the principal executive officer and reviews his recommendations regarding the compensation of all NEOs (other than the principal executive officer) before making its final compensation decisions. Periodically, the principal executive officer meets with the other NEOs regarding their performance.

The Compensation Committee ~~reviews~~made adjustments to the ~~overall performance~~base salaries of ~~each NEO annually,~~Messrs. Ingle, Creaturo, and ~~then approves the actual base salary for each NEO.~~

~~Upon completing this process,~~Ning during fiscal 2022 to ensure that such salaries were appropriate based on the ~~Company’s performance in~~executives’ roles.

Annual Incentive Compensation

Consistent with fiscal ~~2016 as well as other factors, including each NEO’s individual performance, and in the case of Mr. Caudle, his promotion to President in April 2016,~~2021, the Compensation Committee ~~approved the base salaries set forth in the table below for each of the NEOs.~~

NEO
   Fiscal 2017
    Base Salary
($)    Fiscal 2016
    Base Salary
($)        Percentage
Change
Kevin D. Hall⁽¹⁾
   775,000    N/A        N/A
Thomas H. Caudle, Jr.⁽²⁾
   770,000    475,000        62.1%
Sean D. Goodman⁽³⁾
   475,000    450,000         5.5%

~~(1)~~

~~Mr. Hall’s base salary of $775,000 was set when he joined the Company as Chief Executive Officer on May 19, 2017.~~

~~(2)~~

~~Mr. Caudle’s base salary increase was effective retroactively to April 28, 2016.~~

~~(3)~~

~~Mr. Goodman’s base salary increase was effective retroactively to May 1, 2016.~~

~~Annual Incentive Compensation~~

To encourage executives to achieve near-term operating performance goals, the Company has established an annual incentive compensation program in the form of a cash bonus. All NEOs employed as of the beginning of the fiscal year or who are employed by January 1 of the fiscal year are eligible to earn annual bonuses based on the Company’s fiscal year performance.

~~For fiscal 2017, the Compensation Committee established a performance target of $69.336 million of~~used EBITDA (Earnings Before Interest, Taxes, Depreciation, and Amortization), adjusted to exclude certain ~~items, such as equity in earnings of Parkdale America, LLC, loss on sale of business and other~~ operating or non-operating income or expense items necessary to understand and compare the underlying results of the Company (“Adjusted EBITDA”)~~. The target Adjusted EBITDA level was based on~~, as a performance measure for the ~~Board-approved business plan for fiscal 2017 and was in-line with the fiscal 2016 Adjusted EBITDA target of $68.0 million.~~

annual incentive compensation plan. The Compensation Committee ~~uses~~believes that Adjusted EBITDA is an appropriate performance measure for each NEO because it serves as a ~~measure~~high-level proxy for ~~annual incentive compensation purposes because the Compensation Committee believes Adjusted EBITDA provides a clear indicator of~~ cash ~~generation,~~generated from operations, which is a key performance indicator used by the Board of Directors and management to assess the Company’s operating results ~~generally. The Compensation Committee also believes that a Company-wide performance metric, such as Adjusted EBITDA, is appropriate for each NEO because~~generally, and each NEO plays a vital role in the overall success of the Company. ~~Therefore,~~In accordance with this belief, the annual incentive compensation for Messrs. Ingle and Creaturo was based on Global Adjusted EBITDA for the Company with a 75% weighting and the annual incentive compensation for Messrs. Ning and Rocha was based solely on Adjusted EBITDA for the subsidiary over which he serves (or, in the case of Mr. Rocha, served) as President, as described below.

The Compensation Committee added Adjusted Working Capital (defined as fiscal year-end receivables plus inventories and other current assets, less accounts payable and other current liabilities) as a percentage of Sales (defined as fiscal year net sales from continuing operations) (“Adjusted Working Capital as a Percentage of Sales”), as an additional performance metric with a 25% weighting for the annual incentive compensation plan for Messrs. Ingle and Creaturo. The Compensation Committee believes Adjusted Working Capital as a Percentage of Sales is an appropriate measure for Messrs. Ingle and Creaturo because it encourages effective management of the Company’s receivables and inventory.

For fiscal 2022, the Compensation Committee ~~believes that~~set the ~~annual variable compensation received by~~Global Adjusted EBITDA target for the ~~NEOs should reflect~~Company at $65.2 million. The target Global Adjusted EBITDA level for the Company was based on the Board-approved business plan for fiscal 2022 and represented an increase from the Company’s ~~near-term operating performance.~~actual fiscal 2021 Global Adjusted EBITDA of $64.6 million. The target for Global Adjusted Working Capital as a Percentage of Sales was 23.0%. Mr. Ning’s annual incentive compensation was based on an Adjusted EBITDA target of 135.1 million Chinese Renminbi (“RMB”) for the Company’s Asia reporting segment (“Asia Adjusted EBITDA”). Mr. Rocha’s annual incentive compensation was based on an Adjusted EBITDA target of 103.5 million Brazilian Reais (“BRL”) for UdB (“UdB Adjusted EBITDA”).

The annual incentive bonus awarded to NEOs may be decreased by the Compensation Committee as a result of the individual’s performance and/or contribution to the Company’s achievement of its financial objectives. ~~The Compensation Committee did not use discretion in fiscal 2017 to decrease the annual incentive compensation earned based on overall Company performance.~~ Each NEO’s performance, including the principal executive officer’s, is evaluated against specific financial goals prior to payment of bonuses, and the final bonus payment may be adjusted relative to the achievement of those goals. The performance criteria in the annual incentive ~~bonus program~~compensation plan may be adjusted by either the Compensation Committee or the Board to account for unusual events, such as extraordinary transactions, asset dispositions and purchases, and mergers and acquisitions, if, and to the extent, either the Compensation Committee or the Board considers the effect of such events indicative of the Company’s performance. Additionally, either the Compensation Committee or the Board has the discretion to award additional bonus compensation even if a NEO would not be entitled to any bonus based on the targets previously determined. ~~The Compensation Committee did not use discretion in fiscal 2017 to award any additional bonus compensation.~~

For fiscal ~~2017,~~2022, the Compensation Committee set ~~the~~annual incentive opportunities, threshold, target, and maximum performance levels, and corresponding potential annual incentive payments to the eligible NEOs ~~based~~(based on percentages of base ~~salary,~~salary) as set forth in the ~~table~~tables below. A NEO would receive a maximum bonus equal to a percentage of his base salary if the Company achieved, for plan purposes, 120% of the Adjusted EBITDA target; a target bonus equal to a percentage of his base salary if the Company achieved, for plan purposes, 100% of the Adjusted EBITDA target; or a threshold bonus equal to a percentage of his base salary if the Company achieved, for plan purposes, 80% of the Adjusted EBITDA target. The Compensation Committee set the percentage of base salary for each NEO at its

September 2016 meeting. The calculation of each NEO’s annual incentive bonus in the event of Adjusted EBITDA results between these levels is made on a proportional sliding scale basis between the two level amounts. The NEO would not be entitled to a bonus if the Company achieved, for plan purposes, less than 80% of the Adjusted EBITDA target.

~~Annual Incentives for Fiscal 2017~~

	Annual Incentive Opportunity (as a % of Base Salary)
Name⁽¹⁾	Threshold			Target			Maximum
Edmund M. Ingle		50.0	%		100.0	%		150.0	%
Craig A. Creaturo		37.5	%		75.0	%		120.0	%
Hongjun Ning		30.0	%		60.0	%		100.0	%
Lucas de Carvalho Rocha		30.0	%		60.0	%		100.0	%

Name⁽¹⁾	Performance Measure	Weight			Target Performance
Edmund M. Ingle	Global Adjusted EBITDA		75.0	%	65.2M	USD
	Global Adjusted Working Capital as a Percentage of Sales		25.0	%	23.0%
Craig A. Creaturo	Global Adjusted EBITDA		75.0	%	65.2M	USD
	Global Adjusted Working Capital as a Percentage of Sales		25.0	%	23.0%
Hongjun Ning	Asia Adjusted EBITDA		100.0	%	135.1M	RMB
Lucas de Carvalho Rocha	UdB Adjusted EBITDA		100.0	%	103.5M	BRL


~~NEO~~(1)	~~Threshold:~~ ~~$55.469 Million~~ ~~Adjusted EBITDA~~ ~~($)(% of Base Salary)~~	~~Target:~~ ~~$69.336 Million~~ ~~Adjusted EBITDA~~ ~~($)(% of Base Salary)~~	~~Maximum:~~ ~~$83.203 Million~~ ~~Adjusted EBITDA~~ ~~($)(% of Base Salary)~~
~~Kevin D. Hall~~⁽¹⁾	~~N/A~~	~~N/A~~	~~N/A~~
~~Thomas H. Caudle, Jr.~~	~~327,250 (42.5%)~~	~~654,500 (85.0%)~~	~~1,309,000 (170.0%)~~
~~Sean D. Goodman~~	~~178,125 (37.5%)~~	~~356,250 (75.0%)~~	~~712,500 (150.0%)~~

~~(1)~~

Mr. ~~Hall was~~Carey did not ~~eligible to~~ participate in the Company’s annual incentive ~~plan for fiscal 2017 as he commenced employment in May 2017.~~compensation plan.

AsThe following table shows the threshold, target, and maximum performance levels established by the Compensation Committee for fiscal 2022 as well as the Company’s actual performance in fiscal 2022.

Performance Metric

Threshold

Performance

Target

Performance

Maximum

Performance

Actual Fiscal

2022 Performance

Global Adjusted EBITDA

52.2M

USD

65.2M

USD

78.2M

USD

55.2M

USD

Global Adjusted Working Capital as a

Percentage of Sales

24.0%

23.0%

21.5%

25.2%

Asia Adjusted EBITDA

108.1M

RMB

135.1M

RMB

162.1M

RMB

145.7M

RMB

UdB Adjusted EBITDA

82.8M

BRL

103.5M

BRL

124.2M

BRL

120.4M

BRL

The fiscal 2022 Global Adjusted EBITDA performance shown above reflects the Company’s publicly reported results. Adjusted EBITDA is a non-GAAP financial performance measure. A reconciliation of Net income, which is the most directly comparable GAAP financial measure, to Adjusted EBITDA is presented in Appendix A to this Proxy Statement.

Based on the performance measures established by the Compensation Committee for fiscal 2022 and the Company’s actual performance (adjusted as described above), the annual incentive compensation award earned by the NEOs for fiscal 2022 is shown in the ~~chart below, the Company achieved, for plan purposes, Adjusted EBITDA of $68.7 million, approximately 99% of the Adjusted EBITDA target.~~table below.

	Fiscal 2022 Annual Incentive Compensation Payout
Name	% of Base Salary	Amount ($)
Edmund M. Ingle	46.1%		357,408
Craig A. Creaturo	34.6%		180,009
Hongjun Ning	75.8%		257,720
Lucas de Carvalho Rocha	83.6%		189,229

~~Based on that level of performance, the Compensation Committee approved annual incentive bonus compensation of $638,138 to Mr. Caudle and $347,344 to Mr. Goodman.~~

Long-Term Incentive Compensation

The Compensation Committee believes that stock-based ~~performance~~ compensation is essential to align the interests of the Company’s management and ~~the~~its shareholders in enhancing the long-term value of the Company’s equity and to encourage executives to ~~retain~~continue their employment with the Company. ~~Among the varied types of equity awards~~In prior years, the Compensation Committee ~~is authorized to use under the 2013 Incentive Compensation Plan, the Compensation Committee has determined that~~awarded an equal blend of incentive stock options ~~are preferable for use with all Company employees at this time, because their~~and restricted stock units to covered officers (as defined below under “—Officers Stock Ownership Policy”) to provide a mix composed of awards whose value depends upon a future increase in the value of the Common ~~Stock.~~Stock (incentive stock options) and awards that serve primarily as a retention or recruitment tool (restricted stock units). In fiscal 2022, the Compensation Committee decided to replace the incentive stock option awards with awards of performance share units. The Compensation Committee ~~also has~~ determined that ~~restricted stock unit grants to NEOs or other Company employees should be used for limited purposes, such~~performance share units create a strong link between pay and performance because their value is based on the Company’s financial performance as ~~retention or recruiting incentives or to recognize outstanding performance.~~well as increases in the value of the Common Stock.

Consistent with those determinations, in fiscal ~~2017,~~2022, the Compensation Committee awarded ~~stock options to Messrs. Hall, Caudle and Goodman~~performance share units and restricted stock units to ~~Messrs. Hall and Caudle~~the NEOs on October 26, 2021 (except as otherwise noted) as shown in the ~~following table:~~Grants of Plan-Based Awards table.

NEO
   Grant Date    Number of
    Stock Options
(#)        Exercise Price of
Stock Options
($)
Number of
    Restricted Stock Units
(#)
Kevin D. Hall
   05/19/2017    25,000    27.44    75,000
Thomas H. Caudle, Jr.
   10/26/2016    20,000    29.09
   02/21/2017          75,000
Sean D. Goodman
   10/26/2016    10,000    29.09

The stock option awards vest and become exercisable in three equal installments beginning on the first anniversary of the grant date. As “incentive stock options” (to the applicable maximum permitted under the 2013 Incentive Compensation Plan), these stock options offer the NEOCovered officers have the opportunity to ~~receive favorable tax treatment if they retain~~earn up to 200% of the ~~shares acquired upon exercise~~performance share units included in the awards based on the Company’s aggregate adjusted earnings per share for ~~at least one year.~~the three-year performance period beginning with fiscal 2022 and ending with fiscal 2024. The restricted stock units vest 25% 30 days after the first anniversary of the grant date, 25% on the second anniversary of the grant date, and 50% on the third anniversary of the grant date. ~~For additional information on the stock options and restricted stock units granted in fiscal 2017, see “Executive Compensation Tables—Grants of Plan-Based Awards” below.~~

Perquisites and Other Benefits

Perquisites~~Perquisites~~. The Compensation Committee’s general philosophy is to provide executives, including the NEOs, with only limited perquisites. Therefore, the Company does not provide its NEOs (other than Mr. Ning) with perquisites, such as car allowances, reimbursements for car expenses, or payment of country club dues. In fiscal 2022, Mr. Ning was (i) reimbursed for the cost of rental housing in China, (ii) afforded de minimis personal use of Company car services, and (iii) reimbursed for de minimis personal tax services.

Retirement ~~Benefits~~.Benefits. In order to provide employees at all levels with greater incentives, the Company makes available to all U.S.-based employees, including the NEOs, the opportunity to make contributions to the Unifi, Inc. Retirement Savings Plan (the “401(k) Plan”), under which employees may elect to defer up to 75% of their total compensation, not to exceed the amount allowed by applicable Internal Revenue Service regulations. Pursuant to the 401(k) Plan, in fiscal ~~2017,~~2022, the Company matched contributions equal to 100% of the employee’s first 3% of compensation contributed to the 401(k) Plan and 50% of the next 2% of compensation contributed to the 401(k) Plan.

Health Plan, Life Insurance, and Other ~~Benefits~~.Benefits. The Company makes available health and insurance benefits to all employees (subject to standard eligibility waiting periods), including the NEOs. The cost of the health plans is covered partially through employee payroll deductions (except for Mr. Ning, who incurs no such payroll deductions), with the remainder covered by the Company. Disability and life insurance benefits are paid by the Company for all salaried employees; however, the currently employed NEOs, with the exception of Messrs. Ingle and Carey, currently receive or will receive additional life insurance coverage provided by the Company.

Deferred Incentive Compensation Plan~~Supplemental Key Employee Retirement Plan.~~ ~~As an additional means of attracting top executive talent and encouraging executives to remain employed with the Company, the Company maintains~~. For many years, UNIFI sponsored the Unifi, Inc. Supplemental Key Employee Retirement Plan (the “SERP”)~~. Participation in~~ for the ~~SERP is limited to a select group~~benefit of management employees ~~who are~~ selected for participation by the Compensation ~~Committee. As described in greater detail preceding~~Committee and made an annual contribution to the participants’ SERP accounts equal to a percentage of their annual base compensation. The SERP account balances received earnings credits based on money market interest rates.

In fiscal 2022, UNIFI amended the SERP to add an option for participants to defer all or a portion of their annual incentive compensation to their accounts and to allow participants to allocate the investment of their account balances among a menu of diverse investment options. The SERP, as amended, was renamed the Unifi, Inc. Deferred Incentive Compensation Plan (the “DCP”). The contributions and earnings credited to the accounts of the NEOs during fiscal 2022 are set forth under “Executive Compensation Tables—Nonqualified Deferred ~~Compensation table on page 37, the SERP provides additional retirement benefits payable to the Company’s NEOs following their termination of employment.~~Compensation.”

Employment ~~and Change in Control Agreements~~.Agreements. The Company ~~entered into an~~is party to employment agreements with each of Messrs. Ingle, Carey, Creaturo, Ning, and Rocha. Each employment agreement ~~with~~(with the exception of Mr. ~~Hall in connection with his appointment as Chief Executive Officer of the Company. The employment agreement~~Carey’s agreement) provides that ~~Mr. Hall~~the executive will (i) receive an annual base salary ~~of $775,000,~~at the annual rate set forth in the agreement, (ii) be eligible to receive bonuses and to participate in compensation plans of the Company in accordance with any plan or decision that the Board may determine from time to time, (iii) be paid or reimbursed for business expenses, and (iv) be entitled to participate in other employment benefits generally available to other executives of the Company. ~~The~~Each employment agreement (with the exception of Mr. Carey’s agreement) also contains provisions regarding the termination of ~~Mr. Hall’s~~the executive’s employment and related

severance obligations. Mr. ~~Hall~~Carey’s employment agreement provides that he will (A) receive an annual base salary at the annual rate set forth in the agreement and (B) be paid or reimbursed for business expenses. Mr. Carey’s employment agreement does not provide eligibility for bonus plan or other employment benefits generally available to other executives of the Company. The executives agreed in ~~his~~their employment ~~agreement~~agreements to neither compete with the Company or its affiliated entities nor solicit their respective customers, suppliers, or employees for the 12 months immediately following termination of employment.

The Company historically provided its NEOs with severance benefits if their employment is involuntarily terminated (or they resign for good reason) after a change in control of the Company. Providing such “double-trigger” change in control benefits assists the Company in attracting and retaining executive talent and reduces the personal uncertainty that executives may feel when considering such a corporate transaction. As a result, the Company’s NEOs are more likely to retain their employment with the Company and complete such a corporate transaction, thereby increasing the likelihood of enhancing long-term shareholder value. Mr. Caudle is the only NEO who is party to a change in control agreement with the Company.

~~A calculation~~Calculations of the estimated severance payments and benefits payable ~~to Mr. Hall~~ under ~~his~~the employment ~~agreement and to Mr. Caudle under his change in control agreement~~agreements are set forth under “Executive Compensation Tables—Potential Payments Upon Termination of Employment or Change in ~~Control” beginning on page 37.~~Control.”

Policy on Executive Officer and Employee Incentive Compensation Recoupment

The Company has a written policy to address the recoupment of performance-based compensation awarded to or earned by an executive officer if there is a restatement of the Company’s financial results due to the material noncompliance of the Company with any financial reporting requirement under the federal securities laws. In the event of a restatement, the Board shall review the performance-based compensation awarded to or earned by the executive officers for the three-year period prior to the restatement event and, if the Board determines in its reasonable discretion that any such performance-based compensation would not have been awarded to or earned by an executive officer based on the restated financial results, the Board shall seek to recover from such executive officer any portion of the performance-based compensation that is greater than that which would have been awarded or earned had it been calculated on the basis of the restated financial results.

The Company’s recoupment policy also addresses the recoupment of performance-based compensation awarded to or earned by any current or former employee if such employee engaged in certain misconduct (e.g., embezzlement, fraud, or theft or unethical behavior that harms the Company’s business, reputation, or other employees). In such event, the Board may require reimbursement of compensation granted, earned, or paid under any Company annual incentive or long-term incentive cash plans to such employee and cancellation of outstanding equity awards and reimbursement of any gains realized on the exercise, settlement, or sale of equity awards held by such employee at any time during the three-year period ending on the date on which such misconduct is discovered.

Officers Stock Ownership Policy

The Company has adopted an Officers Stock Ownership Policy to enhance the Company’s ongoing objective to align the compensation paid to its officers with the long-term interests of shareholders. The policy applies to any NEO and any person who holds the position of Vice President ~~Treasurer~~ or higher with the Company, its primary operating subsidiary, and possible other significant operating subsidiaries (“VP-Level

Personnel”)~~, and to certain other persons below those levels who may be designated for coverage by the Compensation Committee~~ (for purposes of the policy, collectively, “covered officers”). The policy provides for a ramp-up period for complying with the expected stock ownership levels, both upon the initial implementation of the policy and thereafter upon each person first becoming a NEO or other covered officer. If a covered officer fails to comply with the stock ownership expectation, the Compensation Committee considers that fact in setting future salary, bonus, or other compensation for the covered officer. The Company tests for compliance with the stock ownership expectation at the end of the fiscal year.

The stock ownership expectation, the calculation of shares of Common Stock counted towards the ownership expectation, and the valuation of shares of Common Stock for purposes of the policy are as set forth below. All covered officers ~~are~~were in compliance with their respective stock ownership expectations under the terms of the ~~policy.~~

policy at the end of fiscal 2022.



Stock Ownership Expectation	Shares of Common Stock Counted Towards Ownership Expectation	Valuation of Shares of Common Stock
• ~~NEOs:~~CEO: At least three times annual base salary. • ~~VP-Level Personnel (non-NEOs):~~Other Executive Officers: At least ~~one and one-half~~two times annual base salary. • ~~Other designated covered officers: In the discretion of the Compensation Committee, at~~VP-Level Personnel: At least one times annual base salary.	• Shares of Common Stock owned directly by the officer and shares of Common Stock held indirectly (e.g., by his or her spouse ~~or minor children,~~ or a trust for the exclusive benefit of one or more such ~~persons.~~ persons). • ~~Shares covered by~~The in-the-money value (based on the ~~portion~~closing market price of the Common Stock on the last day of the Company’s fiscal year) of vested, but unexercised, stock ~~options or restricted~~options. • Restricted stock units that ~~are~~have vested or ~~not~~are no longer subject to forfeiture. • Performance share units on a pro rata per annum basis over the performance period at the target award level.	• ~~Greater of (i) the closing price on the last trading day~~The average of the ~~applicable~~daily closing market prices during the fiscal ~~period or (ii) the 30-day average closing price ending on such last trading day.~~ • Shares underlying vested stock options, restricted stock units and other stock awards are calculated as if they were exercised using the current market price on the applicable measurement date and assuming shares are immediately sold to pay the exercise price and applicable taxes.year.

If an officer falls below the applicable minimum ownership guideline due solely to a decline in the value of the Common Stock, the officer will not be required to acquire additional shares to meet the guideline; however, the officer will be required to retain all shares then held (except for shares withheld to pay withholding taxes or the exercise price of options) until such time that the officer again satisfies the policy’s minimum ownership requirements.

Tax Impact on Compensation

The Compensation Committee considers the tax and accounting effects of compensation components when designing the Company’s incentive and equity compensation plans. However, the Compensation Committee has ~~considered the impact of~~not adopted a policy that all compensation must be deductible for federal income tax purposes.

Under Section 162(m) of the Internal Revenue Code of 1986, as amended ~~(the “Code”), on~~by the ~~Company’s executive~~Tax Cuts and Jobs Act in December 2017, the Company may not deduct compensation ~~program. Code Section 162(m) denies a public company a deduction, except~~ in ~~limited circumstances, for compensation~~excess of $1 million paid to “covered ~~employees” – which includes the NEOs, other than the Company’s principal financial officer –~~individuals” (as defined in Section 162(m)). Therefore, compensation in excess of $1 million paid to the ~~extent such compensation exceeds $1 million. Based on its review of~~covered NEOs is not deductible by the likely impact of Code Section 162(m) and other factors, the Compensation Committee previously recommended to the Board, the Board adopted and the shareholders approved, the 2013 Incentive Compensation Plan. The 2013 Incentive Compensation Plan allows the Company’s annual cash incentive bonus programCompany for ~~the NEOs, as well as equity and equity-based awards to the NEOs, to qualify~~federal income tax purposes unless it qualifies for ~~an exception to the Code Section 162(m) deduction limitation. The Compensation Committee may~~a

transition relief provision included in the ~~future adopt or change benefit plans~~Tax Cuts and Jobs Act for certain arrangements in order to cause the compensation paid to covered employees under the plans to qualify for the exception. In any event, the Compensation Committee may authorize payments or equity awards to retain and motivate key executives, in any situation it believes to be appropriate, without regard to tax deductibility considerations.place as of November 2, 2017.

Risk Analysis of Compensation Programs and Practices

While the Company’s compensation programs and practices are designed to motivate its employees and encourage performance that improves the Company’s financial and other operating results, the Company and the Compensation Committee also seek to design and implement compensation programs and practices that discourage employees from taking unnecessary or excessive risks that could ultimately threaten the value of the Company or otherwise have a material adverse effect on the Company. Management and the Compensation Committee periodically review and assess potential risks associated with the Company’s compensation programs and practices. Management and the Compensation Committee believe that the Company’s incentive compensation programs and practices are appropriately balanced between value created indirectly by the performance of the Common Stock and payments resulting from the achievement of specific financial performance objectives, so as to minimize the likelihood of unnecessary or excessive risk-taking by Company employees. Management and the Compensation Committee have concluded that any risks from such programs and practices are not reasonably likely to have a material adverse effect on the Company. The Compensation

Committee reached its conclusion after considering a number of features of the Company’s compensation structure that are designed to mitigate risk, such as:

The Company uses a balance of fixed and variable compensation in the form of cash and equity, which is designed to provide both near-term and long-term focus.

●

~~The Company uses a balance of fixed and variable compensation in the form of cash and equity, which is designed to provide both near-term and long-term focus.~~

The overall compensation of the Company’s NEOs is not overly weighted towards the achievement of performance criteria in a particular fiscal year, and an appropriate portion of compensation is awarded in the form of equity awards that vest over a multi-year period, subject to continued service by the recipient. This further aligns the interests of the NEOs to long-term shareholder value and helps retain management.

●

Payouts under the Company’s annual incentive compensation and other long-term incentive plans are based on performance criteria that the Compensation Committee believes to be challenging, yet reasonable and attainable without excessive risk-taking.

●

Payouts under the Company’s annual incentive compensation and other long-term incentive programs are based on performance criteria that the Compensation Committee believes to be challenging, yet reasonable and attainable without excessive risk-taking.

The Company caps payouts from its annual incentive compensation plan.

●

The Company has a compensation recoupment policy that allows the Company to recover certain compensation in the event of a restatement of its financial statements due to the material noncompliance of the Company with any financial reporting requirement under the federal securities laws or in the event of certain fraud or other misconduct by an employee.

The Company has a compensation recoupment policy that allows the Company to recover certain compensation from an executive officer in the event of a restatement of its financial results due to the material noncompliance of the Company with any financial reporting requirement under the federal securities laws or in the event of certain fraud or other misconduct by an employee.

●

The Company has a stock ownership policy under which its NEOs and other key personnel are expected to own a significant amount of Common Stock, further aligning their interests with those of the Company’s other shareholders.

●

The Compensation Committee maintains an open dialogue with management regarding executive compensation programs and practices and the appropriate incentives to use in achieving near-term and long-term operating performance goals.

Shareholder Say-on-Pay Vote

At the ~~2016~~2021 Annual Meeting, ~~of Shareholders,~~ the Company’s shareholders had the opportunity to vote, on an advisory basis, on a proposal to approve the compensation of the NEOs for fiscal ~~2016.~~2021. This is referred to as a “say-on-pay” proposal. ~~More than 97%~~Approximately 99% of the votes cast at the ~~2016~~2021 Annual Meeting ~~of Shareholders~~ on the say-on-pay proposal were voted in favor of the proposal. The Compensation Committee believes this vote result reflects ~~the general~~robust concurrence by the Company’s shareholders with the Company’s philosophy and approach to executive compensation. ~~Therefore,~~Additionally, management will continue to have open, transparent communications with the ~~Company has continued its philosophy and approach to executive compensation as discussed above.~~investment community throughout fiscal 2023. At the Annual Meeting, shareholders will ~~again~~ have the opportunity to indicate their views on the Company’s NEO ~~compensation.~~compensation for fiscal 2022. For additional information, see “Proposal 2: Advisory Vote to Approve Named Executive Officer Compensation.” The Compensation Committee will continue to consider the vote results for say-on-pay proposals in future years when making compensation decisions for the Company’s NEOs.

~~The Company’s shareholders also will vote at the Annual Meeting on whether futuresay-on-pay~~ votes should occur every one, two or three years. For additional information, see “Proposal 3: Advisory Vote on the Frequency of Future Advisory Votes to Approve Named Executive Officer Compensation.” The Board of Directors will consider the results of the advisory vote on the frequency of future~~say-on-pay~~ ~~votes in determining how oftensay-on-pay~~ ~~votes will be conducted in the future.~~

Executive ~~Compensation~~Compensation Tables

The following tables, narratives, and footnotes describe the total compensation and benefits for the ~~NEOs for fiscal 2017, as well as total compensation and benefits for the NEOs for the two preceding fiscal years.~~NEOs.

Summary Compensation Table

Name

Position
Year Salary
($) Bonus
    ($)     Stock
Awards
($)⁽¹⁾ Option
Awards
($)⁽¹⁾ Non-Equity
Incentive Plan
Compensation
($)⁽²⁾ All Other
Compensation
($)⁽³⁾ Total
($)
Kevin D. Hall⁽⁴⁾

Chief Executive
Officer
2017 77,500 — 2,058,000 230,741 —       14,750       2,380,991
Sean D. Goodman⁽⁵⁾

Vice President &
Chief Financial Officer

2017
2016

478,847
212,885

—
—

—
549,200

103,013
—

347,344
352,688

372,721
52,255

1,301,925
1,167,028

Thomas H. Caudle, Jr.⁽⁶⁾

President & Chief
Operating Officer

2017
2016
2015

836,884
370,785
335,000

—
108,449
—

2,090,250
—
—

206,026
152,036
190,462

638,138
274,312
270,094

94,718
58,543
54,907

3,866,016
964,125
850,463

Name	Position	Year	Salary ($)		Bonus ($)⁽¹⁾		Stock Awards ($)⁽²⁾		Option Awards ($)⁽²⁾		Non-Equity Incentive Plan Compensation ($)⁽³⁾		All Other Compensation ($)⁽⁴⁾		Total ($)
Edmund M. Ingle	Chief Executive	2022		787,981		—		387,500		—		357,408		84,977		1,617,866
	Officer	2021		675,000		—		—		—		1,012,500		60,873		1,748,373
		2020		25,961		—		670,000		330,000		—		—		1,025,961
Albert P. Carey	Executive	2022		713,462		—		350,000		—		—		—		1,063,462
	Chairman	2021		700,000		—		350,000		350,000		—		—		1,400,000
		2020		700,000		—		699,981		1,779,434		—		—		3,179,415
Craig A. Creaturo	EVP and	2022		529,231		—		130,000		—		180,009		60,741		899,981
	Chief Financial	2021		480,000		—		120,000		120,000		576,000		57,303		1,353,303
	Officer	2020		387,692		—		411,000		105,904		—		117,049		1,021,645
Hongjun Ning	EVP,	2022		343,077		75,000		170,000		—		257,720		133,005		978,802
	President of UTSC, and	2021		320,000		—		160,000		—		320,000		76,812		876,812
	President of UAP	2020		307,193		—		80,000		—		171,282		240,834		799,309
Lucas de	Former EVP and	2022		226,277		97,304		—		—		189,229		23,997		536,807
Carvalho Rocha	President of UdB	2021		202,635		20,083		130,000		—		191,333		22,910		566,961
		2020		233,522		9,325		80,000		—		—		21,227		344,074

(1)

Amounts represent the payment of a retention bonus of $75,000 on July 15, 2021 to each of Messrs. Ning and Rocha, pursuant to retention bonus agreements entered into in July 2018, prior to their becoming executive officers of the Company. The bonus amount for Mr. Rocha also includes a bonus of $22,304 paid for achievement of a selling, general and administrative target established with the textile industry union under Brazilian law.

(2)

Amounts reflect the grant date fair value computed in accordance with FASB ASC Topic 718, related to stock and option awards granted in the fiscal year noted. See Note 16 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for ~~the~~ fiscal ~~year ended June 25, 2017~~2022 for more information about the determination of the grant date fair value of equity awards.

~~(2)~~

(3)

Amounts are attributable to cash payments earned under the annual incentive compensation plan for the applicable fiscal year, as described above under “Compensation Discussion and Analysis” with respect to the fiscal years noted.

~~(3)~~

(4)

All Other Compensation for each of the NEOs for fiscal ~~2017~~2022 consists of the following:

   Kevin D.
Hall    Sean D.
Goodman    Thomas H.
Caudle, Jr.
Life Insurance ($)
   288    5,415    30,495
Matching 401(k) Plan Contribution ($)
   2,385    8,191    10,938
Contributions to SERP ($)
   —    38,610    53,285
Relocation Assistance Benefits ($)
   11,918    257,283    —
Tax Gross-Up on Relocation Assistance Benefits ($)
        159      63,222           —
Total ($)
   14,750    372,721    94,718

	Edmund M. Ingle		Craig A. Creaturo		Hongjun Ning		Lucas de Carvalho Rocha
Life Insurance ($)		6,708		8,791		1,892		355
Company Matching Contribution to 401(k) Plan ($)^(a)		16,644		9,450		5,150		9,319
Company Contribution to DCP ($)		61,625		42,500		27,788		14,323
Company Paid Housing ($)^(b)		—		—		36,175		—
Expatriot Subsidy ($)^(c)		—		—		62,000		—
Total ($)		84,977		60,741		133,005		23,997

~~(4)~~

~~Mr. Hall was appointed Chief Executive Officer and a director of the Company effective May 19, 2017.~~

~~(5)~~

(a)

Mr. ~~Goodman resigned from employment~~Rocha received compensation in fiscal 2022 outside of the United States and therefore was not eligible for 401(k) Plan matching contributions. The Company provided to Mr. Rocha additional compensation in lieu of a 401(k) Plan matching contribution, consistent with a similar retirement plan in Brazil.

(b)

In connection with performing various duties outside of the United States, Mr. Ning was reimbursed for the cost of rental housing in China. In addition, Mr. Ning received reimbursement for the cost of personal tax services and was afforded personal use of Company car services, the cost of which, in both cases, was de minimis.

(c)

In fiscal 2022, the Company ~~effective June 25, 2017,~~received on behalf of, and remitted via local payroll to, Mr. Ning, a $62,000 incentive payment from the ~~last day of fiscal 2017.~~Suzhou Municipal People’s Government to encourage U.S. citizens to conduct their work primarily in the Jiangsu province.

The Compensation Committee approved an increase in Mr. Goodman’s base salary to $475,000 on September 14, 2016 with a retroactive effective date of May 1, 2016. The salary amount presented for Mr. Goodman for fiscal 2017 represents the sum of his base salary of $475,000 for fiscal 2017 and the retroactive salary adjustment paid to him in fiscal 2017.

~~(6)~~

The Compensation Committee approved an increase in Mr. Caudle’s base salary to $770,000 on September 14, 2016 with a retroactive effective date of April 28, 2016. The salary amount presented for Mr. Caudle for fiscal 2017 represents the sum of his base salary of $770,000 for fiscal 2017 and the retroactive salary adjustment paid to him in fiscal 2017.

Grants of Plan-Based Awards

Name

Grant Type
Grant Date Date of
Committee
Action
(If Different
from
Grant Date)

Estimated Possible
Payouts Under Non-Equity
Incentive Plan Awards⁽¹⁾
All
Other
Stock
Awards:
Number
of
Shares
of
Stock
or Units
(#)⁽²⁾ All
Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)⁽³⁾ Exercise
or Base
Price of
Option
Awards
($ /
Share) Grant
Date
Fair
Value of
Stock
and
Option
Awards
($)⁽⁴⁾

Threshold
($) Target
($) Maximum
($)
Kevin D. Hall
Stock Options 05/19/2017 05/03/2017 25,000 27.44 230,741

Restricted
Stock Units
05/19/2017 05/03/2017 75,000 2,058,000
Sean D. Goodman

Annual Cash
Incentive
178,125 356,250 712,500
Stock Options 10/26/2016 10,000 29.09 103,013
Thomas H. Caudle, Jr.

Annual Cash
Incentive
327,250 654,500 1,309,000
Stock Options 10/26/2016 20,000 29.09 206,026

Restricted
Stock Units
02/21/2017 75,000 2,090,250

			Estimated Possible Payouts Under Non-Equity Incentive Plan Awards ($)⁽¹⁾						Estimated Possible Payouts Under Equity Incentive Plan Awards (#)⁽²⁾						All Other Stock Awards: Number of Shares of Stock or Units		All Other Option Awards: Number of Securities Underlying Options		Exercise or Base Price of Option Awards		Grant Date Fair Value of Stock and Option Awards
Name	Grant Type	Grant Date	Threshold		Target		Maximum		Threshold		Target		Maximum		(#)⁽³⁾		(#)		($ / Share)		($)
Edmund M. Ingle	Annual Cash Incentive			387,500		775,000		1,162,500
	Restricted Stock Units	10/26/2021														16,284		—		—		387,500
	Performance Share Units	10/26/2021								8,142		16,284		32,568		—		—		—		387,500
Albert P. Carey	Restricted Stock Units	10/27/2021														15,892		—		—		350,000
	Performance Share Units	10/27/2021								7,946		15,892		31,784		—		—		—		350,000
Craig A. Creaturo	Annual Cash Incentive			195,000		390,000		624,000
	Restricted Stock Units	10/26/2021														5,464		—		—		130,000
	Performance Share Units	10/26/2021								2,732		5,464		10,928		—		—		—		130,000
Hongjun Ning	Annual Cash Incentive			102,000		204,000		340,000
	Restricted Stock Units⁽⁴⁾	10/26/2021														7,144		—		—		170,000
Lucas de Carvalho Rocha	Annual Cash Incentive			67,883		135,766		226,277

(1)

Represents the threshold, target, and maximum payments ~~Messrs. Goodman and Caudle~~the NEOs were eligible to earn pursuant to the ~~Company’s~~ fiscal ~~2017~~2021 annual ~~cash~~ incentive compensation plan. Payment amounts for any NEOs who serve less than the full fiscal year are prorated in accordance with each such NEO’s employment during the fiscal year. The fiscal 2022 annual incentive compensation plan, including the threshold, target, and maximum payout amounts ~~represent 37.5%, 75%~~for each of the NEOs, the performance measures, weightings, and ~~150%, respectively,~~target performance levels, and the Company’s performance for fiscal 2022 are described under “Compensation Discussion and Analysis—Detailed Review of ~~Mr. Goodman’s~~Compensation Components—Annual Incentive Compensation.” The annual incentive compensation awards earned by the NEOs for fiscal ~~2017 base salary~~2022 are reported in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table.

(2)

Represents the threshold, target, and ~~42.5%, 85%~~maximum payouts the NEOs were eligible to earn pursuant to performance share unit awards granted under the Second Amended 2013 Plan during fiscal 2022. Consistent with the vesting provisions of each performance share unit, between 50% and ~~170%, respectively,~~200% of ~~Mr. Caudle’s fiscal 2017 base salary.~~the performance share units will become vested, if at all, on the date that the associated performance metric is achieved and will be converted into shares of Common Stock.

The threshold, target and maximum payout amounts were based on the Company achieving $55.469 million, $69.336 million and $83.203 million, respectively, of Adjusted EBITDA for fiscal 2017. Based on the Company’s actual fiscal 2017 Adjusted EBITDA of $68.7 million, Messrs. Goodman and Caudle received a payment under the Company’s fiscal 2017 annual cash incentive plan, based on a percentage of fiscal 2017 base salary, equal to approximately 73.1% (Mr. Goodman) and 82.9% (Mr. Caudle).

~~Mr. Hall was not eligible to earn an incentive payment under the Company’s fiscal 2017 annual cash incentive plan because his employment commenced in May 2017.~~

~~(2)~~

(3)

Represents restricted stock units granted to ~~Mr. Hall in connection with his recruitment by~~ the ~~Company and to Mr. Caudle to incentivize his continued service~~NEOs pursuant to the ~~Company~~Second Amended 2013 Plan during ~~the build-out of the new senior leadership team and the execution of the Company’s strategic growth plan. For Mr. Hall, the~~fiscal 2022. The restricted stock units become vested 25% 30 days after the first anniversary of the grant date, 25% on the second anniversary of the grant date, and 50% on the third anniversary of the grant ~~date. For Mr. Caudle, the~~date, except as otherwise described herein.

(4)	The restricted stock units ~~become vested~~granted to Mr. Ning vest over a three-year period, with 25% vesting on the first anniversary of the grant date, 25% vesting on the second anniversary of the grant date, and 50% vesting on the third anniversary of the grant ~~date.~~

~~(3)~~

~~Represents stock options granted to the NEOs~~date, and, pursuant to the ~~2013 Incentive Compensation Plan during fiscal 2017. The stock options become vested and exercisable in three equal installments commencing on the first anniversary~~terms of the grant, ~~date. Mr. Goodman forfeited~~will be settled in cash within 30 days following the ~~options awarded to him upon his termination of employment at the end of fiscal 2017.~~applicable vesting date.

~~(4)~~

The amounts in this column do not represent amounts the NEOs received or are entitled to receive. As required by the SEC rules, this column represents the full grant date fair value of the stock options granted to the NEOs during fiscal 2017. The full grant date fair value is the amount that the Company will recognize in its financial statements over the award’s vesting schedule, subject to any forfeitures. The grant date fair value was determined under FASB ASC Topic 718. See Note 16 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 25, 2017.

Outstanding Equity Awards at Fiscal Year-End

      Option Awards Stock Awards
Name
   Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable    Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable    Option
Exercise
Price
($)    Option
Expiration
Date Number of
Shares or
Units of
Stock That
Have Not
Vested
(#) Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)
Kevin D. Hall
   —    25,000    27.44    05/19/2027 ⁽¹⁾ — —
   —    —    —    — 75,000 ⁽²⁾ 2,169,000
Sean D. Goodman
   —    —    —    — — —
Thomas H. Caudle, Jr.
   36,666    —    5.73    07/28/2019 — —
   6,000    —    12.47    07/27/2021 — —
   3,000    —    11.23    07/25/2022 — —
   6,000    —    22.08    07/24/2023 — —
   7,334    3,666    27.38    07/22/2024 ⁽³⁾ — —
   2,500    5,000    32.36    07/22/2025 ⁽⁴⁾ — —
   —    20,000    29.09    10/26/2026 ⁽⁵⁾ — —
   —    —    —    — 75,000 ⁽⁶⁾ 2,169,000

	Option Awards																							Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable				Number of Securities Underlying Unexercised Options (#) Unexercisable					Option Exercise Price ($)						Option Expiration Date								Number of Shares or Units of Stock That Have Not Vested (#)					Market Value of Shares or Units of Stock That Have Not Vested ($)			Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#)⁽¹⁾			Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($)⁽²⁾
Edmund M.				30,000					30,000				13.23						6/15/2030				⁽³⁾			—					—			—			—
Ingle				—					—						—						—					41,614		⁽⁴⁾			583,428			—			—
				—					—						—						—					16,284		⁽⁵⁾			—			8,142			114,151
Albert P.		32,894						—					21.02						1/29/2029							—					—			—			—
Carey		100,000						—					11.74						5/1/2030							—					—			—			—
			—			100,000						11.74						5/1/2030				⁽⁶⁾			—					—			—			—
			—			100,000						11.74						5/1/2030				⁽⁷⁾			—					—			—			—
			—			233,000						11.74						5/1/2030				⁽⁸⁾			—					—			—			—
			12,963					38,889				15.10						10/29/2030				⁽⁹⁾			—					—			—			—
			—					—						—						—					46,168		⁽¹⁰⁾			647,275			—			—
			—					—						—						—					15,892		⁽¹¹⁾			—			7,946			111,403
Craig A.			10,000					5,000				20.55						9/9/2029				⁽¹²⁾			—					—			—			—
Creaturo			4,445					13,335				15.91						10/28/2030				⁽¹³⁾			—					—			—			—
			—					—						—						—					21,122		⁽¹⁴⁾			296,130			—			—
			—					—						—						—					5,464		⁽¹⁵⁾			—			2,732			38,303
Hongjun		5,000					—				29.09						10/26/2026								—					—			—			—
Ning			—					—						—						—					16,243		⁽¹⁶⁾			227,727			—			—
Lucas de			6,000					—				29.09						10/26/2026							—					—			—			—
Carvalho Rocha			—					—						—						—					7,683		⁽¹⁷⁾			107,716			—			—

(1)

The number of unearned performance share units in this column equals the threshold number of performance share units that may be earned by the NEOs for the three-year performance period that will end on June 30, 2024. The performance share units are earned by UNIFI’s achieving a cumulative three-year earnings per share metric, adjusted to exclude (i) certain amounts that are less indicative of underlying business performance and (ii) the impact of share repurchases. As of July 3, 2022, the Company’s performance for this metric was below the threshold level of performance. Therefore, the shares presented in this column represent threshold achievement.

(2)

The dollar value presented in this column represents the number of performance share units reflected in the “Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested” column multiplied by the closing market price of the Common Stock on July 1, 2022, which was the last trading day of fiscal 2022. The amounts shown are not necessarily indicative of the amounts that may actually be realized by the NEOs. The actual amounts realized will be based on UNIFI’s earnings per share achievement over the three-year performance period and the market value of the Common Stock when the performance share units are earned and vested, if at all.

(3)

Represents stock options granted on ~~May 19, 2017,~~June 15, 2020 in connection with Mr. Ingle’s commencement of service as Chief Executive Officer of the Company, with 25% vested on June 15, 2021, 25% vested on June 15, 2022, and 50% scheduled to vest ~~in one-third increments~~ on ~~each of May 19, 2018, May 19, 2019 and May 19, 2020,~~June 15, 2023, contingent upon Mr. ~~Hall’s~~Ingle’s continued service through the vesting date.

(4)

Represents the unvested portion of (i) 50,662 restricted stock units granted on June 15, 2020 in connection with Mr. Ingle’s commencement of service as Chief Executive Officer of the Company, with 25% vested on July 15, 2021, 25% vested on June 15, 2022, and 50% scheduled to vest on June 15, 2023, and (ii) 16,284 restricted stock units granted on October 26, 2021, with 25% scheduled to vest on November 25, 2022, 25% scheduled to vest on October 26, 2023, and 50% scheduled to vest on October 26, 2024, contingent upon Mr. Ingle’s continued service through the applicable vesting date.

~~(2)~~

(5)

Represents ~~restricted stock~~performance share units granted on October 26, 2021 that vest on the attainment of specified financial performance goals over a period of fiscal years 2022 through 2024. As of July 3, 2022, these awards were not expected to vest.

(6)	Represents stock options granted on May ~~19, 2017,~~1, 2020, which are scheduled to vest ~~25% on June 18, 2018, 25%~~ on May ~~19, 2019 and 50% on May 19, 2020,~~1, 2023, contingent upon Mr. ~~Hall’s~~Carey’s continued service through the vesting date.

(7)

Represents stock options granted on May 1, 2020, which are scheduled to vest between May 1, 2024 and May 1, 2025, if the closing market price of the Common Stock (i) is $40 or more per share for any 10 consecutive trading days before May 1, 2024, or (ii) is $50 or more per share for any 10 consecutive trading days after May 1, 2024 and before May 1, 2025, contingent upon Mr. Carey’s continued service through the vesting date.

(8)	Represents stock options granted on May 1, 2020, which are scheduled to vest on May 1, 2025, if the closing market price of the Common Stock is $50 or more per share for any 10 consecutive trading days before May 1, 2025, contingent upon Mr. Carey’s continued service through the vesting date.

(9)	Represents stock options granted on October 29, 2020, with 25% vested on October 29, 2021, 25% scheduled to vest on October 29, 2022, and 50% scheduled to vest on October 29, 2023, contingent upon Mr. Carey’s continued service through the applicable vesting date.

~~(3)~~

(10)

Represents the unvested portion of (i) 23,180 restricted stock ~~options~~units granted on ~~July 22, 2014 and~~October 29, 2020, with 25% vested ~~in one-third increments~~ on ~~each of July 22, 2015, July 22, 2016 and July 22, 2017.~~

~~(4)~~

~~Represents stock options granted on July 22, 2015,~~November 28, 2021, 25% scheduled to vest ~~in one-third increments~~ on ~~each of July 22, 2016, July 22, 2017~~October 29, 2022, and ~~July 22, 2018,~~50% scheduled to vest on October 29, 2023, and (ii) 25,782 restricted stock units granted on October 30, 2019, with 25% vested on November 29, 2020, 25% vested on October 30, 2021, and 50% scheduled to vest on October 30, 2022, contingent upon Mr. ~~Caudle’s~~Carey’s continued service through the applicable vesting date.

~~(5)~~

(11)

Represents performance share units granted on October 26, 2021 that vest on the attainment of specified financial performance goals over a period of fiscal years 2022 through 2024. As of July 3, 2022, these awards were not expected to vest.

(12)	Represents stock options granted on September 9, 2019, with one-third vested on September 9, 2020, one-third vested on September 9, 2021, and one-third scheduled to vest on September 9, 2022, contingent upon Mr. Creaturo’s continued service through the vesting date.

(13)

Represents stock options granted on October ~~26, 2016,~~28, 2020, with 25% vested on October 28, 2021, 25% scheduled to vest ~~in one-third increments~~ on ~~each of~~ October ~~26, 2017,~~28, 2022, and 50% scheduled to vest on October ~~26, 2018 and October 26, 2019,~~28, 2023, contingent upon Mr. ~~Caudle’s~~Creaturo’s continued service through the applicable vesting date.

~~(6)~~

(14)

Represents the unvested portion of (i) 20,000 restricted stock units granted on ~~February 21, 2017,~~September 9, 2019 in connection with Mr. Creaturo’s commencement of service as Executive Vice President & Chief Financial Officer of the Company, with 25% vested on October 9, 2020, 25% vested on September 9, 2021, and 50% scheduled to vest on September 9, 2022, (ii) 7,544 restricted stock units granted on October 28, 2020, with 25% vested on ~~February 21, 2018,~~November 27, 2021, 25% scheduled to vest on ~~February 21, 2019~~October 28, 2022, and 50% scheduled to vest on ~~February 21, 2020,~~October 28, 2023, and (iii) 5,464 restricted stock units granted on October 26, 2021, with 25% scheduled to vest on November 25, 2022, 25% scheduled to vest on October 26, 2023, and 50% scheduled to vest on October 26, 2024, contingent upon Mr. ~~Caudle’s~~Creaturo’s continued service through the applicable vesting date.

(15)	Represents performance share units granted on October 26, 2021 that vest on the attainment of specified financial performance goals over a period of fiscal years 2022 through 2024. As of July 3, 2022, these awards were not expected to vest.

(16)

Represents the unvested portion of cash-settled restricted stock units granted on various dates. The unvested cash-settled restricted stock units would become vested as follows, contingent upon Mr. Ning’s continued service through the applicable vesting date: 1,786 on October 26, 2022, 2,515 on October 28, 2022, 1,554 on October 29, 2022, 1,786 on October 26, 2023, 5,030 on October 28, 2023, and 3,572 on October 26, 2024.

(17)

Represents the unvested portion of cash-settled restricted stock units granted on various dates. The Board of Directors approved the accelerated vesting of 3,597 of Mr. Rocha’s unvested cash-settled restricted stock units, effective with his retirement on July 31, 2022. The remaining 4,086 unvested cash-settled restricted stock units granted on October 28, 2020 would have become vested on October 28, 2023, contingent upon Mr. Rocha’s continued service through that date, but were forfeited when he retired on July 31, 2022.

Option Exercises and Stock Vested

      Option Awards    Stock Awards
Name
   Number of Shares
Acquired on Exercise
(#)    Value Realized
on Exercise
($)    Number of Shares
Acquired on Vesting
(#)⁽¹⁾    Value Realized
on Vesting
($)⁽²⁾
Kevin D. Hall
   —    —         —             —
Sean D. Goodman
   —    —    6,667    178,109
Thomas H. Caudle, Jr.
   —    —    1,000    28,435

	Option Awards				Stock Awards
Name	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)⁽¹⁾		Number of Shares Acquired on Vesting (#)⁽²⁾		Value Realized on Vesting ($)⁽³⁾
Edmund M. Ingle		—		—		25,332		475,292
Craig A. Creaturo		—		—		6,886		143,545
Hongjun Ning		—		—		5,179		113,120	⁽⁴⁾
Lucas de Carvalho Rocha		—		—		4,707		102,049	⁽⁴⁾

(1)	Value realized equals the fair market value of the shares of Common Stock underlying the options on the date of exercise less the exercise price.

(2)	Shares included in this column represent ~~the shares of Common Stock underlying~~ restricted stock units that vested during fiscal ~~2017. Each of Messrs. Goodman and Caudle elected to defer receipt of his shares until six months following his separation from service.~~2022.

~~(2)~~

(3)

Calculated based on the market price of the shares of Common Stock underlying the restricted stock units, which was computed as the average of the high and low trading prices on the ~~date~~vesting date.

(4)	Represents the cash payment received upon the vesting of ~~vesting.~~cash-settled restricted stock units.

Nonqualified Deferred Compensation

The Company ~~maintains the SERP to provide~~provides additional retirement benefits to a select group of ~~management or~~ highly compensated employees, including each of its ~~NEOs.~~NEOs (with the exception of Mr. Carey, who does not participate in the DCP). On an annual basis, the Company credits to ~~the~~each participant’s account an amount equal to 8.5% for executive officers or 5.5% for non-executive ~~officers, multiplied by the participant’s base salary.~~officers. Each participant is ~~always~~ 100% vested in the participant’s ~~SERP~~ account and ~~earns~~is able to allocate such funds into any of a ~~return on~~variety of investment instruments offered by the amounts contributed to the participant’s account as if it had been invested in the stocks that make up the Standard & Poor’s 500 Index in the same proportion as their respective weighting therein.plan administrator. Participants are not entitled to a distribution ~~from the SERP~~of employer credits until their termination of employment with the Company, at which time they must wait six months to receive a lump-sum payment equal to the balance of their respective accounts. If a participant’s termination is due to death or disability, this six-month delay period is waived.

Name
   Executive
Contributions
in Last
Fiscal Year
($)    Company
Contributions
in Last
Fiscal Year
($)⁽¹⁾    Aggregate
Earnings
(Loss)
in Last
Fiscal Year
($)    Aggregate
Withdrawals
and/or
Distributions
($)    Aggregate
Balance
at
Last
Fiscal
Year-End
($)
Kevin D. Hall
   —           —              —    —            —
Sean D. Goodman
   —    38,610        3,823    —      42,433
Thomas H. Caudle, Jr.
   —    53,285    120,638    —    697,142

Name	Executive Contributions in Last Fiscal Year ($)		Company Contributions in Last Fiscal Year ($)⁽¹⁾		Aggregate Earnings (Loss) in Last Fiscal Year ($)			Aggregate Withdrawals and/or Distributions ($)		Aggregate Balance at Last Fiscal Year-End ($)
Edmund M. Ingle		—		61,625		(19,393	)		—		74,231
Craig A. Creaturo		—		42,500		(6,353	)		—		90,341
Hongjun Ning		—		27,788		225			—		131,943
Lucas de Carvalho Rocha		—		14,323		634			—		371,457

(1)	Amounts represent Company contributions to the ~~SERP~~DCP on behalf of the NEOs during fiscal ~~2017.~~2022. These amounts are reported in the “All Other Compensation” column of the Summary Compensation ~~Table under “All Other Compensation.”~~Table.

Potential Payments Upon Termination of Employment or Change in Control

Employment ~~Agreement with Mr. Hall~~Agreements. ~~On May 3, 2017, in connection with his appointment as Chief Executive Officer~~Each of ~~the Company, Mr. Hall entered into~~Messrs. Ingle, Carey, Creaturo, Ning, and Rocha is party to an ~~Employment Agreement~~employment agreement with the Company. ~~The Employment Agreement~~Mr. Carey’s employment agreement does not contain the provisions described in this section. Each employment agreement contains provisions regarding the termination of ~~Mr. Hall’s~~the executive’s employment and related severance obligations. If the Company terminates ~~Mr. Hall’s employment~~any of the foregoing executives for “Cause” or ~~if Mr. Hall~~any of them resigns without “Good Reason” (as each term is defined in the ~~Employment Agreement)~~respective employment agreement), the Company will pay ~~Mr. Hall~~the executive all accrued and unpaid base salary and any accrued and unpaid benefits through the date of termination, after which the Company will have no further obligation under the ~~Employment Agreement to Mr. Hall.~~employment agreement. If ~~Mr. Hall’s~~the employment of any of the foregoing executives terminates due to his death or “Disability” (as defined in the ~~Employment Agreement)~~respective employment agreement), ~~Mr. Hall~~he or his estate will receive all accrued and unpaid base salary and any accrued and unpaid benefits through the date of termination, after which all right to benefits will terminate and the Company will have no further obligation under the ~~Employment Agreement to Mr. Hall.~~employment agreement. If ~~Mr. Hall~~the employment of any of the foregoing executives is terminated for any reason other than death, Disability, or Cause, or ~~if Mr. Hall~~any of the executives resigns with Good Reason, ~~Mr. Hall~~he will be entitled to (i) cash severance payments equal to 12 months of ~~Mr. Hall’s~~his annual base salary at the time of termination, payable in equal monthly installments, and (ii) if ~~Mr. Hall~~he elects COBRA continuation coverage, reimbursement for the monthly cost of such continuation coverage for ~~Mr. Hall’s~~ medical and health insurance benefits until the earlier of ~~(a)~~(A) the date ~~Mr. Hall~~he ceases to maintain such continuation coverage in effect or ~~(b)~~(B) 12 months from the termination of ~~Mr. Hall’s~~ employment. The foregoing severance benefits are subject to ~~Mr. Hall~~the executive entering into and not revoking a release of claims in favor of the Company and its affiliated entities. The severance benefits payable upon termination for any reason other than death, Disability, or Cause, or resignation with Good Reason, also are subject to ~~Mr. Hall~~the executive abiding by certain restrictive covenants. Additionally, upon ~~Mr. Hall’s~~the death or Disability of any of the foregoing executives or a “Change of Control” (as defined in the Unifi, Inc. Amended and Restated 2013 Incentive Compensation Plan (the “Amended 2013 Plan”) and the Second Amended 2013 Plan), all outstanding unvested equity awards issued to ~~Mr. Hall~~the executive by the Company shall vest in full.

~~Change in Control Agreement~~In connection with his retirement, effective July 31, 2022, Mr. ~~Caudle~~~~. The Company entered into a Change in Control Agreement in August 2009 with Mr. Caudle and amended that agreement effective December 31, 2014. The primary purpose~~Rocha is no longer eligible for potential payments upon termination of ~~the Change in Control Agreement is to promote stability and continuity within management in the event of a “Change in Control” (as defined below) transaction that might otherwise be distracting~~employment or disruptive to management’s continued performance of its responsibilities. The Change in Control Agreement with Mr. Caudle will expire on December 31, 2017 (assuming he remains employed with the Company through that date) unless it is extended or renewed, or unless a change in control occurs prior to that date; in the latter event, Mr. Caudle’s Change in Control Agreement would extend past December 31, 2017 and expire on the second anniversary of the change in control event.control.

The Change in Control Agreement will provide for the severance benefits described below, if Mr. Caudle’s employment with the Company is terminated without “Cause” or if he resigns for “Good Reason” within two years following a “Change in Control” of the Company (as each term is defined in the Change in Control Agreement):

●

~~2.99 times the average total compensation paid to Mr. Caudle during the five calendar years preceding the change in control. This amount is paid in 24 equal monthly installments without interest.~~

●

Continued participation in Company-sponsored life insurance, medical, health and accident and disability plans and programs until the earlier of (i) the second anniversary of Mr. Caudle’s termination of employment or (ii) his commencement of full-time employment with a new employer.

Mr. Caudle’s Change in Control Agreement does not provide for any tax “gross-up” payments, and the salary continuation payments may also be reduced to an amount such that they do not constitute an excess parachute payment under Code Section 280G.

Outstanding Equity Awards. Upon a “Change of Control” or a “Change in Control” of the Company (as either term is defined in the Company’s incentive compensation plans), all outstanding stock options and other stock awards under the plans will become fully vested and/or will be immediately exercisable.

The Company’s NEOs may also become vested in restricted stock units and certain stock options that vest based on continued service with the Company, including the stock options granted to them in fiscal ~~2017,~~2021, upon a termination of employment due to death or ~~disability. In addition, all~~Disability. All of the Company’s unvested restricted stock unit awards granted to NEOs provide for accelerated vesting of all unvested restricted stock units upon the Company’s termination of a NEO’s employment without ~~cause~~Cause after the NEO has attained age 65. In addition, a pro rata portion of the performance share units that would have been earned based on the Company’s performance during the applicable performance period will be earned and become vested if a NEO’s employment terminates before the end of the performance period due to death or Disability or the Company’s termination of the NEO’s employment without Cause after the NEO has attained age 65.

Hypothetical Payments Table. The table below summarizes the potential severance payments and benefits payable to ~~Mr. Hall~~each applicable executive under his ~~Employment Agreement and to Mr. Caudle under his Change in Control Agreement~~respective employment agreement and the value of the accelerated vesting of all of the ~~NEOs’~~executive’s equity awards upon ~~termination of employment or~~ a Change of Control ~~(as defined in Mr. Hall’s Employment Agreement)~~ or a Change in Control ~~(as defined in Mr. Caudle’s Change in Control Agreement)~~ of the Company as of ~~June 23, 2017,~~July 1, 2022, the last business day of fiscal ~~2017 (other than Mr. Goodman whose employment terminated during the year).~~2022.

Name

Type of Payment
or Benefit
Change in
Control
($) Termination
Without
Cause or
Resignation
for Good
Reason
($) Termination
Without
Cause After
Attaining
Age 65
($) Termination
Due to
Death or
Disability
($) Termination
Due to
Approved
Retirement
($) Termination
Without
Cause or
Resignation
for Good
Reason
After a
Change in
Control
($)⁽¹⁾
Kevin D. Hall

Severance and
Benefit
Continuation⁽²⁾
           —     782,311            —            —             —     782,311

Accelerated Equity
Awards⁽³⁾⁽⁴⁾
2,206,000             — 2,169,000 2,206,000      37,000 2,206,000

Total 2,206,000     782,311 2,169,000 2,206,000      37,000 2,988,311

Thomas H. Caudle, Jr.

Severance and
Benefit
Continuation⁽²⁾
           —             —            —            —             — 2,271,886

Accelerated Equity
Awards⁽³⁾⁽⁴⁾
2,174,646             — 2,169,000 2,174,646        5,646 2,174,646

Total 2,174,646             — 2,169,000 2,174,646        5,646 4,446,532

Name	Type of Payment or Benefit	Change of Control ($)		Termination Without Cause or Resignation for Good Reason ($)		Termination Without Cause After Attaining Age 65 ($)		Termination Due to Death or Disability ($)		Termination Due to Approved Retirement ($)		Termination Without Cause or Resignation for Good Reason After a Change of Control ($)⁽¹⁾
Edmund M. Ingle	Severance and Benefit Continuation⁽²⁾		—		800,564		—		—		—		800,564
	Accelerated Equity Awards⁽³⁾⁽⁴⁾		607,278		—		583,428		607,278		23,850		607,278
	Total		607,278		800,564		583,428		607,278		23,850		1,407,842
Albert P. Carey	Accelerated Equity Awards⁽³⁾⁽⁴⁾		1,862,515		—		647,275		875,275		228,000		1,862,515
Craig A. Creaturo	Severance and Benefit Continuation⁽²⁾		—		538,108		—		—		—		538,108
	Accelerated Equity Awards⁽³⁾⁽⁴⁾		296,130		—		296,130		296,130		—		296,130
	Total		296,130		538,108		296,130		296,130		—		834,238
Hongjun Ning	Severance and Benefit Continuation⁽²⁾		—		393,184		—		—		—		393,184
	Accelerated Equity Awards⁽³⁾⁽⁴⁾		227,727		—		227,727		227,727		—		227,727
	Total		227,727		393,184		227,727		227,727		—		620,911
Lucas de Carvalho Rocha	Severance and Benefit Continuation⁽²⁾		—		456,192		—		—		—		456,192
	Accelerated Equity Awards⁽³⁾⁽⁴⁾		107,716		—		107,716		107,716		—		107,716
	Total		107,716		456,192		107,716		107,716		—		563,908

(1)	Amounts shown assume the Company experienced a ~~change in control~~Change of Control and the ~~NEO~~executive was terminated without ~~cause~~Cause or resigned ~~for good reason~~with Good Reason on ~~June 23, 2017, the last business day of fiscal 2017.~~July 1, 2022.

(2)

Consists of severance benefits and health and welfare benefits. Health and welfare benefits represent the aggregate estimated net cost to the Company for reimbursement of the cost of 12 months of COBRA continued medical coverage provided ~~to Mr. Hall~~ under ~~his Employment Agreement~~the employment agreement between the Company and each of ~~health~~Messrs. Ingle, Creaturo, Ning, and ~~welfare benefits provided to Mr. Caudle under his Change in Control Agreement.~~Rocha.

(3)

As described above, all ~~outstanding and~~ unvested stock options and restricted stock units will become vested upon a ~~change in control~~Change of Control of the Company. In addition, upon ~~a NEO’s~~an executive’s termination of employment due to approved retirement, the unvested stock options that vest solely based on the ~~NEO’s~~executive’s continued service (“time-based options”) are subject to accelerated vesting; upon ~~a NEO’s~~an executive’s termination of employment due to death or ~~disability,~~Disability, all unvested time-based options and all unvested restricted stock units are subject to accelerated vesting; and upon ~~a NEO’s~~an executive’s termination of employment without ~~cause (as defined in the applicable award agreements)~~Cause after specified dates, all unvested restricted stock units are subject to accelerated vesting.

(4)

For purposes of this table, it is assumed that: (i) all vested stock options ~~are~~were exercised on ~~June 23, 2017, the last business day of fiscal 2017,~~July 1, 2022 and the aggregate value of such vested stock options iswas calculated by multiplying the number of stock options by the difference between the exercise price of the stock options and the closing market ~~price;~~price of the Common Stock on July 1, 2022; and (ii) as of the date of termination or ~~change in control,~~Change of Control, as applicable, each vested restricted stock unit iswas converted into one share of Common Stock and the aggregate value of such vested restricted stock units iswas calculated by multiplying the number of restricted stock units by the closing market price of the Common Stock on ~~June 23, 2017, the last business day of fiscal 2017.~~July 1, 2022.

Pay Ratio Disclosure

The SEC rules require the Company to disclose annually (i) the median annual total compensation of all employees of the Company (excluding the Company’s principal executive officer); (ii) the annual total compensation of the Company’s principal executive officer; and (iii) the ratio of the Company’s principal executive officer’s annual total compensation to the median annual total compensation of all employees (excluding the Company’s principal executive officer).

Based on the methodology and material assumptions described below, the Company has estimated these amounts to be as follows:

Median annual total compensation of all employees
(excluding Mr. Ingle)

$
44,169

Annual total compensation of Mr. Ingle

$
1,617,866

Ratio of Mr. Ingle’s annual total compensation to the median annual total compensation of all other employees

37:1

For fiscal 2022, the Company used the same median employee identified in fiscal 2021 to determine the median annual total compensation of all employees (excluding the Company’s principal executive officer). To determine the median employee in fiscal 2021, the Company compiled a list of all employees (excluding the Company’s principal executive officer) as of June 2, 2021, sorted the list of employees by their gross cash compensation for the period from June 28, 2020 through June 27, 2021, and selected the employee with the median gross cash compensation amount. The Company annualized the gross cash compensation of any employee who was not employed for the entire period from June 28, 2020 through June 27, 2021. The gross cash compensation amounts did not include the value of Company-provided benefits, such as retirement and medical and life insurance benefits. As of June 2, 2021, the Company employed 2,943 persons, of which 888 employees were employed outside of the United States. The compensation of employees in foreign countries was converted to an equivalent U.S. dollar amount using foreign exchange rates averaged over the 12-month period ended December 31, 2020.

The annual total compensation of the Company’s principal executive officer is the total amount of his compensation presented in the Summary Compensation Table. The Company calculated the annual total compensation of the median employee using the same rules applicable to the completion of the Summary Compensation Table for the principal executive officer and the other NEOs.

Equity Compensation Plan Information

The table below provides information as of ~~June 25, 2017,~~July 3, 2022, with respect to the securities authorized for issuance to the Company’s ~~employees~~directors, officers, and ~~directors~~employees under the Second Amended 2013 Plan, the Amended 2013 Plan, the Unifi, Inc. 2013 Incentive Compensation ~~Plan.~~Plan (the “2013 Plan”), and the 2008 Unifi, Inc. Long-Term Incentive Plan (the “2008 LTIP”). The Second Amended 2013 ~~Incentive Compensation~~Plan, which was approved by the Company’s shareholders at the 2020 Annual Meeting of Shareholders, replaced the Amended 2013 Plan for purposes of all incentive awards issued to the Company’s directors, officers, and employees after October 28, 2020; the Amended 2013 Plan, which was approved by the Company’s shareholders at the 2018 Annual Meeting of Shareholders, replaced the 2013 Plan for purposes of all incentive awards issued to the Company’s directors, officers, and employees after October 24, 2018, and the 2013 Plan, which was approved by the Company’s shareholders at the 2013 Annual Meeting of Shareholders, replaced the 2008 ~~Unifi, Inc. Long-Term Incentive Plan (the “2008 LTIP”)~~LTIP for purposes of all incentive awards issued to the Company’s ~~personnel~~directors, officers, and employees after October 22, 2013. As a result, no further awards ~~were made or~~ will be made under the ~~2008 LTIP. Any option~~Amended 2013 Plan, the 2013 Plan, or ~~restricted stock unit previously granted under~~ the 2008 LTIP ~~that is forfeited or cancelled may be reissued under~~after the terms of the 2013 Incentive Compensation Plan and is included in the number of securities remaining available for future issuance reflected in column (c) in the table below. The Company does not have any equity compensation plans under which equity awards may be made that were not approveddate it was replaced by ~~its shareholders.~~a successor plan.

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights (#) (a)			Weighted-Average Exercise Price of Outstanding Options, Warrants, and Rights ($) (b)			Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (#) (c)
Equity compensation plans approved by security holders		1,461,459	⁽¹⁾		15.81	⁽¹⁾		600,963
Equity compensation plans not approved by security holders		—			—			—
Total		1,461,459	⁽¹⁾		15.81	⁽¹⁾		600,963

Plan Category
   Number of Securities
to be Issued Upon
Exercise of
Outstanding
Options,
Warrants and
Rights
(#)
(a) Weighted-Average
Exercise Price of
Outstanding
Options,
Warrants and
Rights
($)
(b)    Number of Securities
Remaining
Available for Future
Issuance Under Equity
Compensation Plans
(Excluding Securities
Reflected in
Column (a))
(#)
(c)
Equity compensation plans approved by
security holders
   758,675⁽¹⁾      19.93    680,518
Equity compensation plans not approved by
security holders
           —                  —                    —
Total
   758,675⁽¹⁾      19.93    680,518

(1)

Includes securities issuable upon exercise of outstanding options and ~~upon lapse~~conversion of ~~service-based vesting restrictions under~~ restricted stock units and vested share units (collectively, “units”) that were issued pursuant to the 2008 LTIP, the 2013 ~~Incentive Compensation~~ Plan, or the ~~2008 LTIP.~~Amended 2013 Plan. As of ~~June 25, 2017,~~July 3, 2022, (i) an aggregate of ~~approximately 477,911~~982,370 options remained ~~outstanding;~~outstanding and (ii) an aggregate of ~~approximately 280,764 restricted stock~~479,089 units remained outstanding. The weighted-average exercise price ~~does not take into account restricted stock~~excludes units, which do not have an exercise price.

~~Section 16(a) Beneficial Ownership Reporting Compliance~~

Section 16(a) of the Exchange Act requires Unifi’s executive officers, directors and persons who beneficially own more than 10% of the outstanding Common Stock (collectively, the “reporting persons”) to file with the SEC initial reports of their beneficial ownership and reports of changes in their beneficial ownership of Common Stock. Based solely on a review of such reports and written representations made by Unifi’s executive officers and directors with respect to the completeness and timeliness of their filings, the Company believes that the reporting persons complied with all applicable Section 16(a) filing requirements on a timely basis during fiscal 2017, except for Archibald Cox, Jr., a director, who filed a late Form 4 to report a sale of shares of Common Stock.

Compensation Committee Interlocks and Insider Participation

Emma S. Battle, Archibald Cox, Jr., James M. Kilts, Kenneth G. Langone, ~~James D. Mead~~ and ~~William J. Armfield, IV (until his passing on July 11, 2016)~~Rhonda L. Ramlo served on the Compensation Committee in fiscal ~~2017.~~2022. None of the directors who served on the Compensation Committee in fiscal ~~2017~~2022 has ever served as one of the Company’s officers or employees or had any relationship with the Company or any of its subsidiaries since the beginning of fiscal ~~2017~~2022 pursuant to which disclosure would be required under the SEC rules pertaining to the disclosure of transactions with related ~~persons.~~persons, except for the transaction between a wholly owned subsidiary of Salem Holding Company and the Company described above under “Corporate Governance—Related Person Transactions.” Mr. Langone owns a non-controlling 33% equity interest in, and is a director and the Non-Executive Chairman of, Salem Holding Company. During fiscal ~~2017,~~2022, none of the Company’s executive officers served as a director or a member of the compensation committee (or other committee performing equivalent functions) of any other entity of which an executive officer of such other entity served on the Board or its Compensation Committee.

Compensation ~~Committee~~Committee Report

The Compensation Committee has reviewed and discussed the ~~Compensation~~“Compensation Discussion and ~~Analysis~~Analysis” section included in this Proxy Statement with management and, based on such review and discussions, recommended to the Board that the ~~Compensation~~“Compensation Discussion and ~~Analysis~~Analysis” section be included in this Proxy Statement and in the Company’s Annual Report on Form 10-K for ~~the~~ fiscal ~~year ended June 25, 2017.~~2022.

Respectfully submitted by the Compensation Committee of the Board,

Archibald Cox, Jr., Chair

~~James M. Kilts~~Emma S. Battle

Kenneth G. Langone

Rhonda L. Ramlo

Audit Committee Report

The primary purpose of the Audit Committee is to act on behalf of the Board in its oversight of all material aspects of the accounting and financial reporting processes, internal controls, and internal audit ~~functions~~function of the Company, including its compliance with Section 404 of the Sarbanes-Oxley Act of 2002. Management has primary responsibility for the Company’s consolidated financial statements and reporting processes, including its internal controls and disclosure controls and procedures. The Company’s independent registered public accounting firm, KPMG LLP, is responsible for performing an independent audit of the consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (the “PCAOB”) and expressing an opinion on the conformity of those audited consolidated financial statements with generally accepted accounting ~~principles.~~principles and for auditing the effectiveness of the Company’s internal control over financial reporting.

In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed with management the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for ~~the~~ fiscal ~~year ended June 25, 2017.~~2022. This review included a discussion of the quality and acceptability of the Company’s financial reporting and internal controls. During the past fiscal year, the Audit Committee discussed with the Company’s independent registered public accounting firm the matters required to be discussed by ~~Auditing Standard No. 1301, “Communications with Audit Committees,” as adopted by~~applicable requirements of the ~~Public Company Accounting Oversight Board.~~ PCAOB and the SEC. The Audit Committee also received during the past fiscal year the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the ~~Public Company Accounting Oversight Board~~PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm its independence.

Based on the reviews, discussions, and disclosures referred to above, the Audit Committee recommended to the Board that the audited consolidated financial statements of the Company for ~~the~~ fiscal ~~year ended June 25, 2017~~2022 be included in its Annual Report on Form 10-K for such fiscal year.

Respectfully submitted by the Audit Committee of the Board,

Suzanne M. Present, Chair

~~Robert J. Bishop~~Rhonda L. Ramlo

~~Archibald Cox, Jr.~~

Eva T. Zlotnicka

Proposal 2:

Advisory Vote to Approve

Named Executive Officer Compensation

As required by Section 14A of the Exchange Act, this proposal, commonly known as a “say-on-pay” proposal, gives the Company’s shareholders the opportunity to vote to approve or not approve, on an advisory basis, the compensation of the Company’s NEOs, which is described in the “Compensation Discussion and Analysis” and “Executive Compensation Tables” sections of this Proxy Statement. This vote is not intended to address any specific item or element of compensation or the compensation of any particular officer, but rather the overall compensation of the Company’s NEOs and the philosophy, principles, and policies used to determine compensation.

~~At the 2016 Annual Meeting of~~ Shareholders ~~the Company provided shareholders with an opportunity~~were most recently asked to ~~cast an advisory vote to approve or not~~ approve the compensation of ~~its~~the Company’s NEOs at the 2021 Annual Meeting, and shareholders approved the ~~Company’s~~ NEO compensation with ~~more than 97%~~approximately 99% of the votes cast in favor. At the ~~2011~~Company’s 2017 Annual Meeting of Shareholders, ~~the Company also~~shareholders were asked ~~shareholders~~ to indicate whether afuture advisory say-on-pay ~~vote~~votes should occur every one, two, or three years, with the Board recommending an annual advisory vote. Because the Board views it as a good corporate governance practice, and because at the ~~2011~~2017 Annual Meeting of Shareholders a majority of the votes cast were in favor of an annual advisory vote, ~~shareholders~~the Board adopted a policy that the Company will ~~have the opportunity at the Annual Meeting to provide feedback to the Compensation Committee on~~include an advisory say-on-pay vote in the Company’s ~~executive compensation program by endorsing or not endorsing~~proxy materials on an annual basis until the ~~compensation of its NEOs. Shareholders will also have the opportunity at the Annual Meeting to cast an~~next required advisory shareholder vote on the frequency of ~~future~~advisory say-on-pay votes, ~~(see Proposal 3: Advisory Vote on~~which will occur no later than the ~~Frequency~~Company’s annual meeting of ~~Future Advisory Votes to Approve Named Executive Officer Compensation).~~shareholders in 2023.

As described in detail in the “Compensation Discussion and Analysis” section of this Proxy Statement, the Company’s executive compensation program is designed not only to attract and retain ~~highly qualified~~talented and ~~effective~~experienced executives, but also to motivate them to contribute substantially to the Company’s future success for the long-term benefit of shareholders and to reward them for doing so. Accordingly, the Compensation Committee and the Board believe that there should be a strong relationship between pay and corporate performance (both financial results and stock price), and that the Company’s executive compensation program reflects this belief.

Shareholders are urged to read the “Compensation Discussion and Analysis” and “Executive Compensation Tables” sections of this Proxy Statement, which more thoroughly discuss the Company’s compensation ~~programs~~principles and ~~practices.~~policies. The Compensation Committee and the Board believe that these ~~programs~~principles and ~~practices~~policies are effective in implementing the Company’s overall compensation philosophy.

Accordingly, the Company is asking shareholders to vote, on an advisory basis,“FOR” the following resolution at the Annual Meeting:

“RESOLVED, that the compensation paid to the Company’s NEOs, as disclosed in this Proxy Statement pursuant to the compensation disclosure rules of the SEC, including the ~~Compensation~~“Compensation Discussion and ~~Analysis,~~Analysis” section, the compensation tables, and the related narrative discussion, is hereby approved.”

This vote is advisory, which means that the shareholder vote on this proposal will not be binding on ~~Unifi,~~UNIFI, the Compensation Committee, or the ~~Board of Directors.~~Board. However, the Compensation Committee ~~values~~and the Board value the opinions of ~~the Company’s~~UNIFI’s shareholders and will carefully consider the outcome of the vote when making future compensation decisions for ~~Unifi’s~~the Company’s NEOs.

The Board of Directors ~~unanimously~~ recommends that you vote “FOR” the approval, on an advisory basis, of the compensation of the Company’s NEOs in fiscal ~~2017~~2022 as disclosed in this Proxy Statement.

Unless ~~a proxy is marked to give a different direction, the persons named in the proxy~~otherwise specified, proxies will ~~vote~~be voted “FOR” the approval, on an advisory basis, of the compensation of the Company’s NEOs in fiscal ~~2017~~2022 as disclosed in this Proxy Statement.

Proposal 3: ~~Advisory Vote on the Frequency of~~

~~Future Advisory Votes to Approve~~

~~Named Executive Officer Compensation~~

As required by Section 14A of the Exchange Act, the Company also is providing its shareholders with the opportunity to cast an advisory vote to express a preference regarding the frequency of future shareholder advisory votes on the compensation of the Company’s NEOs. Unifi currently holds its say-on-pay vote every year. In voting on this proposal, you will be asked to select from the following four options: whether the advisory vote should occur every one, two or three years, or to abstain from voting on the proposal. For the reasons explained below, the Board of Directors recommends that you vote for a one-year frequency, a continuation of the Company’s current policy.

After careful consideration, the Board of Directors believes that holding an advisory vote on the compensation of the Company’s NEOs every year is the best approach for Unifi and its shareholders. An annual say-on-pay vote provides shareholders with the opportunity to annually evaluate the Company’s overall executive compensation program. As described in greater detail in the “Compensation Discussion and Analysis” section beginning on page 23 of this Proxy Statement, the Company believes its executive compensation program should attract top executive talent, pay for performance and link executive retention to long-term shareholder value. The Board of Directors believes that the annual say-on-pay vote has worked well, allowing shareholders to provide input on the Company’s executive compensation philosophy, principles and policies as disclosed in the proxy statement each year and giving the Compensation Committee and the Board the opportunity to evaluate executive compensation decisions each year in light of the shareholder feedback.

The option of every one year, two years or three years that receives the highest number of votes cast will be considered to be the frequency for the advisory vote on NEO compensation that has been selected by the Company’s shareholders. The Board of Directors will consider the shareholder vote when determining how often an advisory vote on NEO compensation will be requested from the Company’s shareholders. Because this vote is advisory, and not binding on Unifi, the Compensation Committee or the Board of Directors, the Board may decide that it is in the best interests of the Company and its shareholders to hold an advisory vote on NEO compensation more or less frequently than the option selected by the Company’s shareholders.

~~The Board of Directors unanimously recommends that you vote in favor of a frequency of every “1 YEAR” for future advisory votes to approve the Company’s NEO compensation.~~

~~Unless a proxy is marked to give a different direction, the persons named in the proxy will vote in favor of a frequency of every~~~~“1 YEAR”~~ ~~for future advisory votes to approve the Company’s NEO compensation.~~

~~Proposal 4:~~ Ratification of the Appointment of

Independent Registered Public Accounting Firm

The Audit Committee of the Board of Directors has appointed KPMG LLP to serve as ~~Unifi’s~~the Company’s independent registered public accounting firm for fiscal ~~2018.~~2023. KPMG LLP has served as the Company’s independent registered public accounting firm since 2011. The Audit Committee reviewed and discussed the performance of KPMG LLP for fiscal ~~2017~~2022 prior to its appointment of KPMG LLP to serve as ~~Unifi’s~~the Company’s independent registered public accounting firm for fiscal ~~2018.~~2023.

The Company expects that representatives of KPMG LLP will be present at the Annual Meeting, and the representatives will have an opportunity to make a statement if they desire to do so. The Company also expects that representatives ~~also are expected to~~of KPMG LLP will be available to respond to appropriate questions from shareholders.

Shareholder ratification of the Audit Committee’s appointment of KPMG LLP to serve as ~~Unifi’s~~the Company’s independent registered public accounting firm for fiscal 2023 is not required by the Company’s Amended and Restated By-laws or otherwise. Nevertheless, the Board is submitting the appointment of KPMG LLP to the Company’s shareholders for ratification as a matter of good corporate governance. If the Company’s shareholders fail to ratify the appointment, the Audit Committee will reconsider its appointment of KPMG LLP. Even if this appointment is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the fiscal year if the Audit Committee determines that such a change would be in the best interests of the Company and its shareholders.

The Board of Directors ~~unanimously~~ recommends that you vote “FOR” the ratification of the appointment of KPMG LLP to serve as the Company’s independent registered public accounting firm for fiscal ~~2018.~~

2023.Unless ~~a proxy is marked to give a different direction, the persons named in the proxy~~otherwise specified, proxies will ~~vote~~be voted “FOR” the ratification of the appointment of KPMG LLP to serve as the Company’s independent registered public accounting firm for fiscal ~~2018.~~2023.

Fees Paid to Independent Registered Public Accounting Firm

The following table presents fees for professional audit services rendered by KPMG LLP for the audit of the Company’s consolidated financial statements for ~~the~~ fiscal ~~years ended June 25, 2017~~2022 and ~~June 26, 2016~~fiscal 2021 and fees billed for other services rendered by KPMG LLP during those periods.


	Fiscal 2017 ($)		Fiscal 2016 ($)		Fiscal 2022 ($)		Fiscal 2021 ($)
Audit Fees⁽¹⁾		1,412,022		1,044,817		1,126,169		1,093,675
Audit-Related Fees		—		—		—		—
Tax Fees⁽²⁾		227,712		244,126		131,943		175,777
All Other Fees		—		—		—		—

Total		1,639,734		1,288,943		1,258,112		1,269,452

(1)

Audit Fees ~~consist~~consists of fees billed for the respective fiscal year for professional services associated with the annual financial ~~statements~~statement audit and quarterly financial statement reviews, services related to compliance with Section 404 of the Sarbanes-Oxley Act of 2002, and consultations in connection with statutory and regulatory filings or engagements.

(2)	Tax Fees ~~consist~~consists of fees billed for the respective fiscal year for tax compliance, consultation, and related matters.

Audit Committee Pre-Approval of Audit and Non-Audit Services

The Audit Committee has implemented procedures under the ~~Company’s~~Unifi, Inc. Audit Committee Pre-Approval Policy for Audit and Non-Audit Services (the “Pre-Approval Policy”) to ensure that all audit and permitted non-audit services to be provided to the Company have been pre-approved by the Audit Committee. Specifically, the Audit Committee pre-approves the use of the Company’s independent registered public accounting firm for specific audit and non-audit services, within pre-approved monetary limits. If a proposed service has not been pre-approved pursuant to the Pre-Approval Policy, then it must be specifically pre-approved by the Audit Committee before the service may be provided by the Company’s independent registered public accounting firm. Any pre-approved services exceeding the pre-approved monetary limits require specific ~~approval~~pre-approval by the Audit Committee. For fiscal ~~2017,~~2022, all of the audit fees were ~~approved~~pre-approved by the Audit Committee in accordance with the above procedures. All of the other fees billed by KPMG LLP to the Company for fiscal ~~2017~~2022 were ~~approved~~pre-approved by the Audit Committee by means of specific pre-approvals. All non-audit services provided in fiscal ~~2017~~2022 were reviewed with the Audit Committee, which concluded that the provision of such services by KPMG LLP was compatible with the maintenance of that firm’s independence in the conduct of its auditing functions.

Additional ~~Information~~Information

Shareholder Proposals for the ~~2018~~2023 Annual Meeting of Shareholders

Any shareholder proposal intended to be included in ~~Unifi’s~~UNIFI’s proxy statement and form of proxy relating to the ~~2018~~2023 Annual Meeting of Shareholders must be in writing and received by the Company no later than May ~~15, 2018.~~12, 2023. Any such shareholder proposal must also comply with Rule 14a-8 of the Exchange Act, which lists the requirements for the inclusion of shareholder proposals in company-sponsored proxy materials. Shareholder proposals should be addressed to the attention of the Company’s Corporate Secretary at Unifi, Inc., 7201 West Friendly Avenue, Greensboro, North Carolina 27410. Pursuant to the SEC rules, submitting a proposal will not guarantee that it will be included in the Company’s proxy materials.

In addition, ~~notice of~~ any shareholder proposal intended to be presented at the ~~2018~~2023 Annual Meeting of Shareholders, but that will not be included in the Company’s proxy statement and form of proxy relating to the ~~2018~~2023 Annual Meeting of Shareholders (i.e., ~~a shareholder~~any proposal other than a proposal submitted pursuant to Rule ~~14a-8)~~14a-8 of the Exchange Act), must be in writing and received by the Company’s Corporate Secretary at Unifi, Inc., 7201 West Friendly Avenue, Greensboro, North Carolina 27410 no earlier than ~~June 27, 2018~~July 5, 2023 and no later than ~~July 27, 2018.~~August 4, 2023. However, if the date of the ~~2018~~2023 Annual Meeting of Shareholders is more than 30 days before or more than 90 days after ~~October 25, 2018,~~November 2, 2023, then the written notice must be received by the Company’s Corporate Secretary no earlier than 120 days prior to the date of the ~~2018~~2023 Annual Meeting of Shareholders and no later than the close of business on the later of (i) 90 days prior to the date of such annual meeting or (ii) 10 days following the day on which the Company first announced publicly (or mailed notice to the shareholders of) the date of such meeting. Shareholder proposals must include the specified information concerning the proposal and the shareholder submitting the proposal as set forth in the Company’s Amended and Restated ~~By-laws (see “Corporate Governance—Shareholder Recommendations of Director Candidates” above for a summary of such required information).~~By-laws. A copy of the Company’s Amended and Restated By-laws may be obtained by writing to the Company’s Corporate Secretary at Unifi, Inc., 7201 West Friendly Avenue, Greensboro, North Carolina 27410.

~~2017~~2022 Annual Report to Shareholders

This Proxy Statement is accompanied by the ~~2017~~ Annual Report ~~to Shareholders,~~on Form 10-K for fiscal 2022, and these materials are also available atwww.proxyvote.com and the investor relations portion of the Company’s website atwww.unifi.com. The ~~2017~~ Annual Report ~~to Shareholders,~~on Form 10-K for fiscal 2022, which contains the audited consolidated financial statements and other information about the Company, is not incorporated in this Proxy Statement and is not to be deemed a part of the proxy soliciting material.

Annual Report on Form 10-K

The Company ~~also~~ will provide without charge to each person solicited pursuant to this Proxy Statement, upon the written request of any such person, a copy of the Company’s Annual Report on Form 10-K for ~~the~~ fiscal ~~year ended June 25, 2017,~~2022, including the financial statements and the financial statement schedules, required to be filed with the SEC, or any exhibit thereto. Requests should be in writing and addressed to the attention of the Company’s Corporate Secretary at Unifi, Inc., 7201 West Friendly Avenue, Greensboro, North Carolina 27410.

Householding

The SEC has adopted rules permitting companies to mail one proxy statement and annual report, ~~and proxy statement,~~ or notice of internet availability of proxy materials, as applicable, in one envelope to all shareholders residing at the same address if certain conditions are met. This is called “householding” and can result in significant savings of paper and mailing costs. The Company has not implemented householding with respect to its shareholders of record; however, a number of brokerage firms have instituted householding that may impact certain beneficial owners of shares held in street name. If members of your household have multiple

accounts through which they hold Common Stock, you may have received a householding notification from the shareholder of record (e.g., your bank, broker, or other ~~nominee.~~nominee).

Please contact ~~your bank, broker or other nominee~~the shareholder of record directly if you have any questions or wish to revoke your decision to household or to receive an additional copy of this Proxy Statement, the ~~2017~~ Annual Report ~~to Shareholders~~on Form 10-K for fiscal 2022, or the Notice of Internet Availability for members of your household.

Appendix A

Non-GAAP Financial Performance Measures

Unifi, Inc. ~~(the “Company”~~(“UNIFI”) prepares its consolidated financial statements and reports in accordance with U.S. generally accepted accounting principles (“GAAP”). ~~The Company’s~~UNIFI’s executive compensation program uses Adjusted EBITDA, which represents net income before net interest expense, income tax expense, and depreciation and amortization expense, adjusted to exclude certain operating or non-operating income or expense items necessary to understand and compare the underlying results of UNIFI, as a measure of ~~the Company’s~~UNIFI’s financial performance for purposes of determining the annual incentive compensation earned by executives under the program. ~~The Company’s~~UNIFI’s methods of determining Adjusted EBITDA may differ from the methods used by other companies. Accordingly, this non-GAAP financial performance measure may not be comparable to measures used by other companies.

In determining Adjusted EBITDA for annual incentive compensation purposes, fiscal 2017 Adjusted EBITDA presented in the Company’s Annual Report on Form 10-K for the fiscal year ended June 25, 2017 was further adjusted for strategic growth plan expenses and certain foreign currency transaction gains, both of which the Compensation Committee adjusted for as being outside of management’s control for operating results and cash generation.

The Compensation Committee uses Adjusted EBITDA as a performance measure for annual incentive compensation purposes because the Compensation Committee believes that Adjusted EBITDA ~~provides~~serves as a ~~clear indicator of~~high-level proxy for cash ~~generation,~~generated from operations, which is a key performance indicator used by the Board of Directors and management to assess ~~the Company’s~~UNIFI’s operating results generally. However, this financial performance measure is not calculated in accordance with GAAP and should not be considered in isolation from, or as a substitute for, net income and other financial results reported in ~~the Company’s~~UNIFI’s consolidated financial statements prepared in accordance with GAAP.

The following table sets forth the reconciliation of the ~~amount~~amounts reported under GAAP for net income ~~attributable to Unifi, Inc.~~ to Adjusted EBITDA for ~~the~~ fiscal ~~year ended June 25, 2017~~2022 (in thousands):

Net income attributable to Unifi, Inc.
   $ 32,875
Interest expense, net
   3,030
Provision for income taxes
   10,898
Depreciation and amortization expense
   19,851


EBITDA
   $ 66,654
Equity in earnings of Parkdale America, LLC
   (2,723)


EBITDA excluding Parkdale America, LLC
   $ 63,931
Loss on sale of business
   1,662


Adjusted EBITDA per Form 10-K⁽¹⁾
   $ 65,593
Strategic growth plan expenses
   3,747
Certain foreign currency transaction gains
   (677)


Adjusted EBITDA per Incentive Plan⁽²⁾
   $ 68,663

Net income	$	15,171
Interest expense, net		1,561
Provision for income taxes		11,657
Depreciation and amortization expense⁽¹⁾		25,986
EBITDA		54,375
Adjustment to recovery of non-income taxes, net⁽²⁾		815
Adjusted EBITDA	$	55,190

(1)

~~(1)~~

~~As reported~~

Within this reconciliation, depreciation and amortization expense excludes the amortization of debt issuance costs, which are reflected in interest expense, net. Within the ~~Company’s Annual Report on Form 10-K for the fiscal year ended June 25, 2017.~~

consolidated statements of cash flows, amortization of debt issuance costs are reflected in depreciation and amortization expense.

(2)

In fiscal 2021, UNIFI recorded a recovery of non-income taxes of $9,717 related to favorable litigation results for its Brazilian operations, generating overpayments that resulted from excess social program taxes paid in prior fiscal years. In fiscal 2022, UNIFI reduced the estimated recovery by $815 based on additional clarity and review of the recovery process during the months following the decision.

~~(2)~~

~~As utilized by the Compensation Committee for determining annual incentive compensation.~~

~~The amounts presented~~A-1

SCAN TO VIEW MATERIALS & VOTE VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m., Eastern Time, on November 1, 2022. Have your proxy card in hand when you access the website and then follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by Unifi, Inc. in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards, and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m., Eastern Time, on November 1, 2022. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign, and date your proxy card and return it in the ~~reconciliation above may not be consistent with amounts included in the Company’s consolidated financial statements due~~postage-paid envelope we have provided or return it to ~~the impact of the non-controlling interest in Repreve Renewables, LLC through December 23, 2016, the date the Company sold its equity ownership interest in that entity.~~

~~UNIFI, INC.~~
~~7201 WEST FRIENDLY AVENUE~~
~~GREENSBORO, NC 27410~~
~~VOTE BY INTERNET -www.proxyvote.com~~
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m., Eastern Time, on October 24, 2017. Have your proxy card in hand when you access the website and then follow the instructions to obtain your records and to create an electronic voting instruction form.
~~ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS~~
~~If you would like to reduce the costs incurred by Unifi, Inc. in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically viae-mail~~ or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
~~VOTE BY PHONE - 1-800-690-6903~~
~~Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m., Eastern Time, on October 24, 2017. Have your proxy card in hand when you call and then follow the instructions.~~
~~VOTE BY MAIL~~
~~Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.~~

Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. UNIFI, INC. 7201 WEST FRIENDLY AVENUE GREENSBORO, NC 27410 TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

~~E32692-P97078~~ D89740-P78643 KEEP THIS PORTION FOR YOUR RECORDS


		~~DETACH AND RETURN THIS PORTION ONLY~~

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY UNIFI, INC. UNIFI's Board of Directors recommends that you vote "FOR" each of the nominees named in Proposal 1. 1. Election of directors Nominees: For Against Abstain 1a. Emma S. Battle 1b. Francis S. Blake 1c. Albert P. Carey 1d. Archibald Cox, Jr. 1e. Edmund M. Ingle 1f. Kenneth G. Langone 1g. Suzanne M. Present 1h. Rhonda L. Ramlo 1i. Eva T. Zlotnicka UNIFI’s Board of Directors recommends that you vote "FOR" Proposals 2 and 3. For Against Abstain 2. Advisory vote to approve UNIFI’s named executive officer compensation in fiscal 2022. 3. Ratification of the appointment of KPMG LLP to serve as UNIFI’s independent registered public accounting firm for fiscal 2023. NOTE: In their discretion, the proxy holders are authorized to vote on such other business as may properly come before the meeting or any adjournment or postponement thereof. EACH OF PROPOSALS 1, 2, AND 3 HAS BEEN PROPOSED BY UNIFI, INC. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

~~UNIFI, INC.~~

~~Unifi’s Board of Directors recommends that you vote “FOR” each of the nominees named in Proposal 1.~~

~~Election of directors~~

~~For~~

~~Against~~

~~Abstain~~

~~Unifi’s Board of Directors recommends that you vote “FOR” Proposals 2 and 4 and in favor of “1 YEAR” for Proposal 3.~~

~~For~~

~~Against~~

~~Abstain~~

~~Nominees:~~

~~1a.~~

~~1b.~~

~~1c.~~

~~1d.~~

~~1e.~~

~~1f.~~

~~1g.~~

~~1h.~~

~~1i.~~

~~Robert J. Bishop~~

~~Thomas H. Caudle, Jr.~~

~~Paul R. Charron~~

~~Archibald Cox, Jr.~~

~~Kevin D. Hall~~

~~James M. Kilts~~

~~Kenneth G. Langone~~

~~James D. Mead~~

~~Suzanne M. Present~~

☐

~~Advisory vote to approve Unifi’s named executive officer compensation in fiscal 2017.~~

☐

~~1 Year~~

~~2 Years~~

~~3 Years~~

~~Abstain~~

~~Advisory vote on the frequency of future advisory votes to approve Unifi’s named executive officer compensation.~~

☐

~~For~~

~~Against~~

~~Abstain~~

~~Ratification of the appointment of KPMG LLP as Unifi’s independent registered public accounting firm for fiscal 2018.~~

☐

~~NOTE:~~ In their discretion, the proxy holders are authorized to vote upon such other business as may properly come before the meeting or any adjournment or postponement thereof. EACH OF PROPOSALS 1, 2, 3 AND 4 HAS BEEN PROPOSED BY UNIFI, INC.

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.

~~Signature [PLEASE SIGN WITHIN BOX]~~

~~Date~~

~~Signature (Joint Owners)~~

~~Date~~

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:

The Notice of Annual Meeting and Proxy Statement and the Annual Report on Form 10-K are available at~~www.proxyvote.com~~.


		~~FOLD AND DETACH HERE~~		~~E32693-P97078~~

~~UNIFI, INC.~~

~~2017 Annual Meeting of Shareholders~~

~~October 25, 2017~~

~~This proxy is solicited on behalf of Unifi’s Board of Directors.~~

The undersigned hereby appoint(s) Kevin D. Hall and Thomas H. Caudle, Jr., and each of them, as proxies, each with the power to appoint his substitute, and hereby authorize(s) each of them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common Stock of Unifi, Inc. that the undersigned is/are entitled to vote at the 2017 Annual Meeting of Shareholders to be held at 8:30 a.m., Eastern Time, on Wednesday, October 25, 2017 at the Lotte New York Palace located at 455 Madison Avenue at 50th Street, New York, NY 10022, and any adjournment or postponement thereof. The proxy holders are authorized to vote on such other business as may properly come before the meeting or any adjournment or postponement thereof, exercising their discretion as set forth in the Notice of Annual Meeting and Proxy Statement.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED. IF NO SUCH DIRECTIONS ARE MADE, THIS PROXY WILL BE VOTED “FOR” EACH OF THE NOMINEES NAMED IN PROPOSAL 1, “FOR” PROPOSALS 2 AND 4, IN FAVOR OF “1 YEAR” FOR PROPOSAL 3 AND IN THE DISCRETION OF THE PROXY HOLDERS WITH RESPECT TO SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF.

~~PLEASE MARK, SIGN AND DATE ON THE REVERSE SIDE, AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED REPLY ENVELOPE, OR FOLLOW THE INSTRUCTIONS TO VOTE BY INTERNET OR PHONE.~~

~~(Continued~~ www.proxyvote.com. D89741-P78643 UNIFI, INC. 2022 Annual Meeting of Shareholders November 2, 2022 This proxy is solicited on behalf of UNIFI’s Board of Directors. The undersigned hereby appoint(s) Edmund M. Ingle and Gregory K. Sigmon, and each of them, as attorneys-in-fact, each with the power to appoint his substitute, and hereby authorize(s) each of them to represent and to vote, as designated on the reverse side of this proxy card, all of the shares of Common Stock of Unifi, Inc. that the undersigned is/are entitled to vote at the 2022 Annual Meeting of Shareholders to be held at 8:30 a.m., Eastern Time, on Wednesday, November 2, 2022 at the Company’s corporate headquarters located at 7201 West Friendly Avenue, Greensboro, North Carolina 27410, and any adjournment or postponement thereof. The proxy holders are authorized to vote on such other business as may properly come before the meeting or any adjournment or postponement thereof, exercising their discretion as set forth in the Notice of Annual Meeting and Proxy Statement. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED. IF NO SUCH DIRECTIONS ARE MADE, THIS PROXY WILL BE VOTED "FOR" EACH OF THE NOMINEES NAMED IN PROPOSAL 1, "FOR" PROPOSALS 2 AND 3, AND IN THE DISCRETION OF THE PROXY HOLDERS WITH RESPECT TO SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF. PLEASE MARK, SIGN, AND DATE ON THE REVERSE SIDE, AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED REPLY ENVELOPE, OR FOLLOW THE INSTRUCTIONS TO VOTE BY INTERNET OR PHONE. (Continued and to be signed on reverse side)

Name		Audit Committee			Compensation Committee	Corporate Governance and Nominating Committee
~~Director~~Emma S. Battle	~~Audit~~ ~~Committee~~		~~Compensation~~ ~~Committee~~	~~Corporate Governance~~ ~~and Nominating~~ ~~Committee~~	Member
~~Robert J. Bishop~~ Francis S. Blake	~~Member~~				Member
~~Thomas H. Caudle, Jr.~~ Albert P. Carey
~~Paul R. Charron~~				~~Chair~~
Archibald Cox, Jr.	~~Member~~		~~Chair~~		Chair	Member
~~Kevin D. Hall~~ Edmund M. Ingle
~~James M. Kilts~~			~~Member~~	~~Member~~
Kenneth G. Langone			~~Member~~		Member	Member
~~James D. Mead~~
Suzanne M. Present	~~Chair~~	Chair
Rhonda L. Ramlo		Member			Member
Eva T. Zlotnicka		Member				Chair


~~Committee~~
Committee	Key Functions and Additional Information	Number of Meetings in Fiscal ~~2017~~2022
Audit Committee	• Assists the Board in its oversight of (i) the Company’s accounting and financial reporting processes, (ii) the integrity of the Company’s financial statements, (iii) the Company’s compliance with legal and regulatory requirements, (iv) the qualifications and independence of the Company’s independent registered public accounting firm, and (v) the performance of the Company’s internal audit function and the Company’s independent registered public accounting firm. • Appoints, compensates, retains, and oversees the work of the Company’s independent registered public accounting firm. • Reviews and discusses with management and the Company’s independent registered public accounting firm the annual and quarterly financial statements. • Reviews and discusses with management the quarterly earnings releases. • Reviews and pre-approves all audit and non-audit services proposed to be performed by the Company’s independent registered public accounting firm. • Reviews and, if appropriate, approves or ratifies related person transactions. • Discusses with management, the Company’s independent registered public accounting firm, and Company personnel responsible for the Company’s internal audit function, the quality and adequacy of the Company’s internal controls. • Assists the Board in its oversight of enterprise risk management. • The Board of Directors has determined that ~~Ms.~~each of Mses. Present and Zlotnicka is an “audit committee financial expert” within the meaning of the SEC rules and that each of ~~Ms.~~Mses. Present, Ramlo, and ~~Messrs. Bishop and Cox~~Zlotnicka is “financially literate” and has accounting or related financial management expertise, in each case, as determined by the Board in its business judgment.	9 8


~~Compensation~~ Committee	Key Functions and Additional Information	Number of Meetings in Fiscal 2022
Compensation Committee	• Oversees the administration of the Company’s compensation plans. • Reviews and approves the compensation of the executive officers and oversees management’s decisions concerning the compensation of the other officers. • Reviews and makes recommendations to the independent directors on the Board with respect to any employment agreements, consulting arrangements, severance or retirement arrangements, or change inof control agreements and provisions covering any current or former executive officer of the Company. • Conducts annual performance evaluation of management. • Oversees regulatory compliance regarding compensation matters.	6 5
Corporate Governance ~~Governance~~ and Nominating ~~Nominating~~ Committee	• Identifies, evaluates, and recommends director candidates to the Board. • Determines the criteria for membership on the Board and its committees and recommends such criteria to the Board for approval. • Makes recommendations to the Board concerning committee appointments and Board and committee leadership. • Makes recommendations to the Board with respect to determinations of director independence. • Reviews and recommends to the Board the form and amount of director compensation. • Oversees annual performance evaluation of the Board, the committees of the Board, leadership of the Board (including the Chairman of the ~~Board)~~Board and the Lead Independent Director), and individual directors. • Oversees director education and new director onboarding. • Considers and recommends to the Board other actions relating to corporate governance.	3 5

☐
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐
☐		Soliciting Material Pursuant to ~~§ 240.14a-12~~§240.14a-12


☐		Fee paid previously with preliminary materials

☐		Fee computed on table ~~below~~in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and ~~0-11.~~0-11


			Page
General Information			1	1

Security Ownership of Certain Beneficial Owners and Management			6	6

Proposal 1:		Election of Directors		8
	~~Nominees for Director~~		8	9

	Director Nominees			9

Corporate Governance			12	13

	The Board of Directors		12	13

	Documents Available		12	13

	Director Independence		12	13

	Board Leadership Structure		13	14

	Board Committees		13	15

	Director Meeting Attendance		15	18

	Director Nomination Process		15	18

	Director Diversity			18

	Shareholder Recommendations of Director Candidates		15	18

	Universal Proxy Rules for Director Nominations			20

	Annual Evaluation of Directors and Board Committee Members		16	20

	NoProhibitions Against Hedging, Pledging, or Short Selling		16	20

	Policy for Review of Related Person Transactions			20

	Related Person Transactions		16	20

	The Board’s Role in Risk Oversight		17	21

	Compensation Committee Advisors		18	21

	Communications with the Board of Directors		18	22

Director Compensation			19	23
~~Executive Officers~~					21
Information about our Executive Officers				25

Compensation Discussion and Analysis			23	26

	Executive Summary			26

	Compensation Philosophy, Principles, and Policies			27

	Overview of Compensation Components			29

	Compensation Mix			29

	Control by the Compensation Committee			30

	Peer Group			31

	Detailed Review of Compensation Components			31

	Policy on Executive Officer and Employee Incentive Compensation Recoupment			35

	Officers Stock Ownership Policy			35

	Tax Impact on Compensation			36

	Risk Analysis of Compensation Programs and Practices			37

	Shareholder Say-on-Pay Vote			37

Executive Compensation Tables			34	38

	Summary Compensation Table			38

	Grants of Plan-Based Awards			39

	Outstanding Equity Awards at Fiscal Year-End			40

	Option Exercises and Stock Vested			43

	Nonqualified Deferred Compensation			43

	Potential Payments Upon Termination of Employment or Change in Control			44

	Pay Ratio Disclosure			46

Equity Compensation Plan Information			40	47
~~Section 16(a) Beneficial Ownership Reporting Compliance~~		41
Compensation Committee Interlocks and Insider Participation			41	47

Compensation Committee Report			41	48

Audit Committee Report			42	49

Proposal 2:		Advisory Vote to Approve Named Executive Officer Compensation		43	50

Proposal 3:	~~Advisory Vote on the Frequency of Future Advisory Votes to Approve Named Executive Officer Compensation~~		44
~~Proposal 4:~~	Ratification of the Appointment of Independent Registered Public Accounting Firm		45	51
		Fees Paid to Independent Registered Public Accounting Firm		45	51
		Audit Committee Pre-Approval of Audit and Non-Audit Services		46	52

Additional Information			47	53

	Shareholder Proposals for the ~~2018~~2023 Annual Meeting of Shareholders		47	53

	~~2017~~2022 Annual Report to Shareholders		47	53

	Annual Report on Form 10-K		47	53
	~~Householding~~		47
	Householding			53

Appendix A:		Non-GAAP Financial Performance Measures		~~A-1~~	A-1

Name	Number of Shares and Nature of Beneficial Ownership			Ownership Percentage
Principal Shareholders:
BlackRock, Inc.		2,259,275	⁽¹⁾		12.55	%
Inclusive Capital Partners, L.P.		1,930,866	⁽²⁾		10.73	%
Kenneth G. Langone		1,740,825	⁽³⁾		9.67	%
Dimensional Fund Advisors LP		1,400,995	⁽⁴⁾		7.78	%
The Vanguard Group, Inc.		909,602	⁽⁵⁾		5.05	%

Directors, Director Nominees, and Named Executive Officers:
Emma S. Battle		7,135	⁽⁶⁾	*
Francis S. Blake		1,381	⁽⁷⁾	*
Albert P. Carey		227,673	⁽⁸⁾		1.26	%
Archibald Cox, Jr.		116,155	⁽⁹⁾	*
Craig A. Creaturo		65,162	⁽¹⁰⁾	*
Edmund M. lngle		87,417	⁽¹¹⁾	*
Kenneth G. Langone		1,740,825	⁽³⁾		9.67	%
Hongjun Ning		5,000	⁽¹²⁾	*
Suzanne M. Present		53,320	⁽¹³⁾	*
Rhonda L. Ramlo		4,540	⁽¹⁴⁾	*
Lucas de Carvalho Rocha		6,000	⁽¹⁵⁾	*
Eva T. Zlotnicka		—	⁽¹⁶⁾	*
Directors, director nominees, and current executive officers as a group (12 persons)		2,312,738	⁽¹⁷⁾		12.85	%


Name	Age	Principal Occupation	Director Since
Robert J. Bishop	60	Managing Principal, Impala Asset Management LLC	2016
Thomas H. Caudle, Jr.	65	President & Chief Operating Officer of Unifi	2016
Paul R. Charron	75	Independent Management Consultant	2016
Archibald Cox, Jr.	77	Chairman, Sextant Group, Inc.	2008
Kevin D. Hall	58	Chief Executive Officer of Unifi	2017
James M. Kilts	69	Founding Partner, Centerview Capital	2016
Kenneth G. Langone	81	President and Chief Executive Officer, Invemed Associates LLC	1969
James D. Mead	73	President, James Mead & Company	2015
Suzanne M. Present	58	Principal, Gladwyne Partners, LLC	2011

Name	Age	Principal Occupation	Director Since
Emma S. Battle	61	President and Chief Executive Officer, Market Vigor, L.L.C.	2021
Francis S. Blake	73	Non-Executive Chairman, Delta Air Lines, Inc.	2022
Albert P. Carey	71	Executive Chairman of UNIFI	2018
Archibald Cox, Jr.	82	Chairman, Sextant Group, Inc.	2008
Edmund M. Ingle	57	Chief Executive Officer of UNIFI	2020
Kenneth G. Langone	86	President and Chief Executive Officer, Invemed Associates LLC	1969
Suzanne M. Present	63	Principal, Gladwyne Partners, LLC	2011
Rhonda L. Ramlo	62	Vice President & General Manager of Strategy, Acquisitions, and New Business Development, The Clorox Company	2021
Eva T. Zlotnicka	39	Managing Partner, Inclusive Capital Partners, L.P.	2018


Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)⁽¹⁾		Total ($)
William J. Armfield, IV⁽²⁾		—		—		—
Robert J. Bishop		—		125,000		125,000
Paul R. Charron		—		135,000		135,000
Archibald Cox, Jr.		10,000		125,000		135,000
James M. Kilts		—		125,000		125,000
Kenneth G. Langone		—		125,000		125,000
James D. Mead		45,000		125,000		170,000
Suzanne M. Present		—		140,000		140,000

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)⁽¹⁾			Option Awards ($)		Total ($)
Emma S. Battle		30,000		70,000			—		100,000
Robert J. Bishop⁽²⁾		—		100,000			—		100,000
Archibald Cox, Jr.		—		125,000	⁽³⁾		—		125,000
James M. Kilts⁽⁴⁾		—		100,000			—		100,000
Kenneth G. Langone		—		100,000			—		100,000
Suzanne M. Present		—		115,000	⁽⁵⁾		—		115,000
Rhonda L. Ramlo		—		100,000			—		100,000
Eva T. Zlotnicka		—		110,000	⁽⁶⁾		—		110,000


~~Name~~	~~Shares Underlying~~ ~~Unexercised Stock Options~~ ~~(#)~~
~~Robert J. Bishop~~		—
~~Paul R. Charron~~		—
~~Archibald Cox, Jr.~~		~~6,666~~
~~James M. Kilts~~		—
~~Kenneth G. Langone~~		~~6,666~~
~~James D. Mead~~		—
~~Suzanne M. Present~~		—

☒
☒		Definitive Proxy Statement

☒
☒		No fee ~~required.~~required


NEO	Fiscal 2017 Base Salary ($)	Fiscal 2016 Base Salary ($)	Percentage Change
Kevin D. Hall⁽¹⁾	775,000	N/A	N/A
Thomas H. Caudle, Jr.⁽²⁾	770,000	475,000	62.1%
Sean D. Goodman⁽³⁾	475,000	450,000	5.5%


NEO	Grant Date	Number of Stock Options (#)	Exercise Price of Stock Options ($)	Number of Restricted Stock Units (#)
Kevin D. Hall	05/19/2017	25,000	27.44	75,000
Thomas H. Caudle, Jr.	10/26/2016	20,000	29.09
	02/21/2017			75,000
Sean D. Goodman	10/26/2016	10,000	29.09


	Kevin D. Hall		Sean D. Goodman		Thomas H. Caudle, Jr.
Life Insurance ($)		288		5,415		30,495
Matching 401(k) Plan Contribution ($)		2,385		8,191		10,938
Contributions to SERP ($)		—		38,610		53,285
Relocation Assistance Benefits ($)		11,918		257,283		—
Tax Gross-Up on Relocation Assistance Benefits ($)		159		63,222		—
Total ($)		14,750		372,721		94,718


Name	Type of Payment or Benefit	Change in Control ($)	Termination Without Cause or Resignation for Good Reason ($)	Termination Without Cause After Attaining Age 65 ($)	Termination Due to Death or Disability ($)	Termination Due to Approved Retirement ($)	Termination Without Cause or Resignation for Good Reason After a Change in Control ($)⁽¹⁾
Kevin D. Hall	Severance and Benefit Continuation⁽²⁾	—	782,311	—	—	—	782,311
	Accelerated Equity Awards⁽³⁾⁽⁴⁾	2,206,000	—	2,169,000	2,206,000	37,000	2,206,000

	Total	2,206,000	782,311	2,169,000	2,206,000	37,000	2,988,311


Thomas H. Caudle, Jr.	Severance and Benefit Continuation⁽²⁾	—	—	—	—	—	2,271,886
	Accelerated Equity Awards⁽³⁾⁽⁴⁾	2,174,646	—	2,169,000	2,174,646	5,646	2,174,646

	Total	2,174,646	—	2,169,000	2,174,646	5,646	4,446,532


Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (#) (a)	Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights ($) (b)	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (#) (c)
Equity compensation plans approved by security holders	758,675⁽¹⁾	19.93	680,518
Equity compensation plans not approved by security holders	—	—	—
Total	758,675⁽¹⁾	19.93	680,518


Net income attributable to Unifi, Inc.	$	32,875
Interest expense, net		3,030
Provision for income taxes		10,898
Depreciation and amortization expense		19,851

EBITDA	$	66,654
Equity in earnings of Parkdale America, LLC		(2,723)

EBITDA excluding Parkdale America, LLC	$	63,931
Loss on sale of business		1,662

Adjusted EBITDA per Form 10-K⁽¹⁾	$	65,593
Strategic growth plan expenses		3,747
Certain foreign currency transaction gains		(677)

Adjusted EBITDA per Incentive Plan⁽²⁾	$	68,663