DEF 14A of Citi Trends Inc
Filed May 1, 2026 · FY20250001104659-26-053458
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS Our board of directors currently consists of eight directors: Pamela Edwards, Benjamin Faw, David A. Heath, Margaret L. Jenkins, Michael S. Kvitko, Chaoyang (Charles) Liu, Cara Robinson and Kenneth D. Seipel. In accordance with the Bylaws and the Company’s certificate of incorporation, our board determines the number of directors on our board, but such number cannot be less than five or more than nine. Our board of directors has nominated eight persons for election as directors to serve a one-year term expiring at the annual meeting of stockholders held in 2027 or their earlier death, resignation, removal or disqualification. It is intended that the persons named as proxies on the proxy card will vote to elect the nominees listed below unless otherwise directed or unless authority to vote is withheld. The following nominees have consented to be named in this proxy statement, stand for election and serve as directors if elected: Pamela Edwards, Benjamin Faw, David A. Heath, Margaret L. Jenkins, Michael S. Kvitko, Chaoyang (Charles) Liu, Cara Robinson and Kenneth D. Seipel. Ms. Edwards, Mr. Faw, Mr. Heath, Mr. Liu and Mr. Kvitko have been nominated by our board of directors pursuant to the terms of the Cooperation Agreement (defined below). If any nominee named herein is unable or unwilling to serve as a director at the annual meeting, it is intended that any shares represented by proxy will be voted for the election of the remaining nominees and, if applicable, any substitute nominee designated by our board of directors in a manner consistent with the Cooperation Agreement. In the event no substitute nominee is designated, our board of directors may reduce the number of directors in accordance with the Bylaws.
Nominees for Election as Directors
Nominees for Election as Directors Pamela Edwards. Ms. Edwards, age 63, has served as a director since 2025 and is Chair of the Audit Committee and a member of the Compensation Committee. She is a seasoned financial executive with extensive experience in the retail, consumer, and financial sectors. Ms. Edwards currently serves as a director of The Fossil Group and Olaplex Holdings, Inc., and previously served on the board of Hibbett Inc and The AZEK Company Inc. She was also Chair of the Audit Committee and a board member for Neiman Marcus Group. Her executive leadership experience includes serving as Chief Financial Officer and Executive Vice President at both Citi Trends, Inc. and at L Brands (now Bath and Body Works), where she held those roles within the company’s Mast Global, Victoria’s Secret, and Express divisions. Ms. Edwards is NACD Directorship Certified® and holds an M.B.A. from Duke University and a B.S. in Finance from Florida A&M University. Ms. Edward’s deep financial expertise, combined with her leadership experience in consumer and apparel retail, makes her well qualified to serve on the board of directors and lead the Audit Committee. Benjamin Faw. Mr. Faw, age 41, has served as a director since 2026 and is Chair of the Finance Committee. Mr. Faw has been CEO, Co-Founder, and a board member of AdVon Commerce since 2019. He is also a partner at Dynamism Capital, a commerce enablement-focused venture capital fund, and serves as an entrepreneur in residence at Context Ventures, which invests in consumer startups and companies founded by military veterans. He also previously co-founded BestReviews, where he served as Chief Operating Officer. Mr. Faw also serves as a member of the board of directors of Tile Shop Holdings, Inc. Mr. Faw is also a Vice Chairman of the HBS fund council, a board member Emeritus of the Harvard Business School alumni board, and involved with various other volunteer efforts at Harvard Business School In addition, Mr. Faw is an advisor and investor focused on businesses at the intersection of consumer, technology, and media. Mr. Faw’s broad experience across retail, marketing, operations, and investing positions him well to serve on the Board of Directors and as Chair of the Finance Committee. David A. Heath. Mr. Heath, age 72, has served as a director since 2024 and was previously a member of the Compensation Committee and the Nominating and Corporate Governance Committee. In 2025, Mr. Heath became the lead independent director of our board of directors. Mr. Heath has also served as Principal of Heath & Associates LLC, a consulting company for wholesale and retail companies primarily in Sports and Fitness apparel, footwear and accessories, since May 2009. He also served as SVP of Sales for Under Armour, an American sportswear company that manufactures footwear and apparel, from 2015 to 2017. From 1990 to 2009, Mr. Heath held several executive roles at Nike, Inc., including Global Vice President of Sales and Customer Development. Prior to joining Nike, he worked for Adidas USA. Mr. Heath was also involved in the start-up company, Apex One Inc., until its acquisition by Converse Inc. Mr. Heath has experience serving on boards of directors. Previously, he served on the boards of directors of Woodbolt Holdings LLC, a provider of health supplements and a subsidiary Nutrabolt LLC, Hillerich & Bradsby, owner of the Louisville Slugger Museum & Factory, Barrels & Billets, Bionic Gloves, and Timber Mills, and Broder Bros., Co., a retail apparel and fashion company. Mr. Heath has more than 40 years of experience in the Sports and Fitness Industry related to apparel, footwear, accessories and equipment, including roles in Sales, Marketing and General management, including P&L responsibility. Mr. Heath’s extensive wholesale and retail background, together with his experience as a consultant, gives him keen insight into retailers’ needs from both supplier and operator viewpoints making him well qualified to serve on our board of directors. Margaret L. Jenkins. Ms. Jenkins, age 74, has served as a director since 2017 and is Chair of the Nominating and Corporate Governance Committee and a member of the Audit Committee. She is a retired marketing executive with extensive leadership experience in advertising, brand strategy, and consumer engagement. She previously served as Chief Marketing Officer of Denny's Restaurants and El Pollo Loco Restaurants and held senior management positions with Taco Bell Corp. and PepsiCo International Foodservice. Ms. Jenkins served as an independent director of PVH Corp., an international apparel manufacturer and retailer, from June 2006 to May 2014. She also served on the board of directors of Kohl's Corporation, an omnichannel retailer, from May 2021 to May 2024, where she was a member of the Audit Committee. Ms. Jenkins is the former Chair of the Board of Prisma Health-Upstate, one of the largest healthcare providers in the Southeast, and continues to serve on the Prisma Health-Upstate Foundation Board. She is a director on the American Board of Surgery and is on its Governance Committee. Ms. Jenkins holds a Directorship Certification from the National Association of Corporate Directors and is an active member of the NACD, serving on the Board of its Carolinas Chapter. She also serves on the boards of the Greenville Symphony and the Sigal Music Museum. Ms. Jenkins' extensive marketing and management expertise, coupled with her significant public company and nonprofit board experience, positions her well to serve on our board of directors. Michael Kvitko. Mr. Kvitko, age 65, has served as a director since 2024 and is Chair of the Compensation Committee and a member of the Finance Committee and the Nominating and Corporate Governance Committee. Mr. Kvitko is an experienced retail leader with broad multi-channel expertise in off-price stores, dollar stores, big box discount stores, and department stores. He most recently spent 6 years as the CEO of Forman Mills, where he and his team modernized the operations of the company and totally transformed the customer shopping experience. Before joining Forman, he was President of Dollar Express, the 330 store carve-out of Family Dollar stores, created by an FTC order, when Dollar Tree acquired Family Dollar. He served previously as EVP and Chief Merchandising & Marketing Officer for both 99¢ Only Stores and Variety Wholesalers, and SVP of Merchandising at Family Dollar, Mervyn’s (a division of Target Corporation) and May Department Stores. He has experience with public, private and private equity-sponsored companies. Mike is well versed in brand management, including both private brand development and directto-retail licensing, and has extensive global sourcing knowledge in both Softlines and Hardlines. Mr. Kvitko’s substantial experience as a leader of retail organizations makes him well qualified to serve on our board of directors.
Nominees for Election as Directors
Chaoyang (Charles) Liu. Mr. Liu, age 51, has served as a director since 2024 and is a member of the Audit Committee and Finance Committee. With over 20 years of experience in end-to-end supply chain management and corporate operations within the retail and consumer products industry, he brings deep expertise in optimizing global operations. Since January 2026, Mr. Liu has been the Chief Operating Officer at Conair, overseeing all end-to-end operations and supply chain functions. Prior to Conair, he served as Chief Operating Officer at Away from October 2021 to December 2025. Before that, he was Chief Operating Officer at Casper from February 2021 to September 2021, and from April 2018 to February 2021, he was Vice President of Supply Chain for Walmart eCommerce, where he led supplier negotiations, inventory management, logistics, and customer fulfillment strategies. His career also includes leadership roles at Shopko, Walgreens, and Ahold Delhaize. Mr. Liu holds a Bachelor of Science in Computer Science from Wuhan University in China, as well as an MBA and a Master of Science in Computer Science from the University of Tennessee. Mr. Liu’s substantial experience in supply chain management and corporate operations makes him well qualified to serve on our board of directors. Cara Robinson. Ms. Robinson, age 56, has served as a director since 2021 and is a member of the Compensation Committee and Nominating and Corporate Governance Committee. Ms. Robinson has more than 25 years of general management, business strategy, marketing, digital and innovation experience. She’s currently the Chief Brand Officer of Seven Bucks, an organization co-founded by Dwayne Johnson, overseeing his portfolio of brands: Teremana, Papatui, ZOA and Project Rock. She’s the former CEO of Beauty and Wellbeing for Unilever, North America. She also served as the CEO of Sundial Brands makers of SheaMoisture. Prior to Unilever, she held various marketing management positions at L’Oreal, Estee Lauder, Johnson & Johnson, and Capital One Financial. Ms. Robinson serves on the Board of Visitors for Duke University’s Fuqua School of Business and the Board of Trustees for the Alvin Ailey Dance Theater. Ms. Robinson’s substantial general management, business strategy, marketing, digital and innovation experience make her well qualified to serve on our board of directors. Kenneth D. Seipel. Mr. Seipel, age 65, has served as a director since 2019 and in April 2025 he became Chairman of the Board of Directors. Since November 2024, he has served as Chief Executive Officer of the Company and prior to that, from June 2024, he served as Interim Chief Executive Officer. He is also a member of the Finance Committee. Mr. Seipel has also served as the lead independent director of West Marine Inc. from 2021 to 2024, after previously serving as the Chief Executive Officer from 2018 to 2021. From April 2017 until December 2018, Mr. Seipel served as a Principal of Retail Business Optimization LLC, a consulting firm helping retailers optimize their retail execution. From March 2013 to March 2017, Mr. Seipel served as Chief Executive Officer of Gabriel Brothers Inc., an off-priced retailer selling designer brands and fashions for up to 70% off department and specialty store prices. From March 2011 until February 2013, Mr. Seipel served as President and Chief Operating Officer of Wet Seal Inc. Prior to that, Mr. Seipel served as the President and Chief Merchandise/Marketing Officer of Pamida Discount Stores LLC, a regional discount chain of department stores with more than 175 locations in the United States, from 2009 until 2011. Mr. Seipel also served as Executive Vice President of Stores, Operations and Store Design for the Old Navy division of Gap, Inc., an American clothing brand and chain of more than 1,000 stores in the United States and Canada, from 2003 through 2008. Mr. Seipel also held various merchandising and operations management roles earlier in his career with Target Corporation, a public retailing company and the second largest discount retailer in the United States, Shopko Stores, Inc., a privately-held chain of retail stores, and J. C. Penney Company, Inc., a public corporation which operates a chain of mid-range department stores and catalog sales merchant offices throughout the United States. Mr. Seipel’s extensive knowledge and senior executive level experience in the retail industry, including the discount apparel market, his role as Chief Executive Officer and prior experience as a member of our board makes him well qualified to serve on our board of directors. Our board of directors unanimously recommends that stockholders vote “FOR” each of the nominees listed above.
Nomination and Selection of Directors
Nomination and Selection of Directors The Nominating and Corporate Governance Committee identifies and evaluates potential director candidates in a variety of ways. Recommendations may come from current members of our board of directors, professional search firms, members of management, stockholders or other persons. The Nominating and Corporate Governance Committee assesses potential nominees’ qualifications based on the following minimum qualifications:
Nomination and Selection of Directors
| ● | demonstrates personal integrity and moral character; |
Nomination and Selection of Directors
| ● | shows a willingness to apply sound and independent business judgment for the long-term interests of stockholders of the Company; |
Nomination and Selection of Directors
| ● | possesses relevant business or professional experience, technical expertise or specialized skills; |
Nomination and Selection of Directors
| ● | exhibits personality traits and background that appear to fit with those of the other directors to produce a collegial and cooperative board responsive to the Company’s needs; and |
Nomination and Selection of Directors
| ● | maintains the ability to commit sufficient time to effectively carry out the substantial duties of a director. |
Nomination and Selection of Directors
The board of directors does not maintain a formal diversity policy for director nominations. The Committee considers a broad range of perspectives, backgrounds, and experiences in evaluating candidates. This includes an assessment of how a candidate’s skills, experience, and viewpoints would complement those of existing directors and enhance the overall effectiveness of the Board. As a result, the Board benefits from a robust mix of experiences, including executive leadership, finance, merchandising, retail operations, distribution, marketing, and advertising. The Nominating and Corporate Governance Committee evaluates nominees submitted by stockholders in the same general manner as nominees from other sources. Stockholders may recommend nominees for consideration at the annual meeting by submitting the names and supporting information to the Board Secretary of the Company at the following address: Stockholder Nominations, Citi Trends, Inc., 17 Park of Commerce Boulevard, Suite 200, Savannah, Georgia 31405. Such submissions must be delivered or mailed to the Secretary and received not less than 90 calendar days and not more than 120 calendar days prior to the first anniversary of the previous year’s annual meeting. The submission should include a current resume and curriculum vitae of the candidate, a statement describing the candidate’s qualifications and contact information for personal and professional references. The submission should include a resume or curriculum vitae, a description of the candidate’s qualifications, and contact information for references, as well as information about the submitting stockholder, and must comply with all of the requirements set forth in the Bylaws and under other applicable legal requirements, including the rules of SEC.
Objective of Our Compensation Program
| ● | Enable the Company to attract, retain and motivate a team of high-quality executives who will create long-term stockholder value; |
Compensation Consultant
Compensation Consultant The Compensation Committee has the authority to directly engage outside compensation consultants and other experts to assist in fulfilling its duties. The Compensation Committee engaged Korn Ferry in 2024 to provide an analysis of the Company’s compensation practices and to provide the Compensation Committee with survey data and an update on current compensation trends. Korn Ferry continued to advise the Company in 2025 on executive compensation matters. In 2026, the Compensation Committee ended its engagement with Korn Ferry and engaged Mercer to provide advisory support related to executive compensation benchmarking, peer group analysis, incentive plan design, pay-versus-performance disclosures, CEO pay ratio analysis, and other proxy-related compensation matters. The Compensation Committee assessed the independence of the Compensation Consultants against specific criteria under applicable SEC and NASDAQ rules and concluded that no conflict of interest exists that would prevent Korn Ferry or Mercer from independently advising the Compensation Committee. Neither consultant has any relationship or arrangement with the Company other than their engagement as a consultant to the Compensation Committee.
Market Data
Market Data Periodically, the Compensation Committee reviews the compensation practices of a group of public companies selected from an industry peer group comprised primarily of specialty retailers that are similar in size to the Company. In 2025, the peer group used by the Compensation Committee consisted of the apparel retailers indicated below. The Compensation Committee believes that the companies comprising this peer group represented appropriate comparisons due to the similarity in business and financial characteristics. They were all either direct or tangential business competitors or geographically situated and similarly sized such that we considered them to be competitors for recruitment and retention purposes.
Market Data
| Boot Barn Holdings, Inc. | Shoe Carnival, Inc. | | The Buckle Inc. | Tilly’s, Inc. | | The Cato Corporation | Zumiez, Inc. | | Destination XL Group, Inc. | Five Below, Inc. |
Market Data
The peer group referenced above was primarily used for purposes of reviewing and analyzing the competitiveness of the compensation paid to our CEO and CFO. In addition, as part of its analysis for setting 2025 compensation levels for other executive officers, the Compensation Committee reviewed compensation information provided by Korn Ferry from its proprietary 2024 survey of more than 160 retail companies, focusing on pay data from similarly-sized companies. The Compensation Consultant’s analysis focused on the following areas of compensation:
Market Data
| ● | base salary; |
Market Data
| ● | annual cash incentives; |
Market Data
| ● | total cash compensation (the sum of base salary and annual cash incentives); |
Market Data
| ● | long-term equity incentives (a variable incentive vesting over a multi-year period); and |
Market Data
| ● | total direct compensation (the sum of total cash compensation and long-term equity incentives). |
Market Data
As part of our continued commitment to strong governance and market-aligned compensation practices, the Company is proactively evaluating and refining its peer group composition. In 2026 and beyond, we intend to broaden and regularly refine our peer group to include a more diverse set of companies that better reflect our evolving business model, scale, and competitive talent landscape. This approach is designed to enhance the rigor of our benchmarking process to support informed decision-making by the Compensation Committee and ensure that our executive compensation programs remain market-relevant, competitive, equitable, and aligned with long-term shareholder value creation. We do not strive to set our executive officers’ targeted total direct compensation at a specific level relative to the median reflected in the Compensation Consultant’s peer group study or retail company survey. Instead, the data is used as a guide and is combined with the experience and judgment of the Compensation Committee’s members to determine the reasonableness of total direct compensation appropriate for each individual within the context of the Company’s performance. The 2025 analysis by the Compensation Consultant indicated that base salaries for our executive officers were generally near the median in relation to the peer group or retail survey, as applicable, whereas total cash compensation, long-term equity incentives and total direct compensation at target levels for the majority of our executive officers were generally above median (between the 25th and 75th percentiles) in relation to the peer group or retail survey, as applicable. We believe this reflects an appropriate balance between short-term cash incentives that are earned based on annual performance and long-term equity incentives that are intended to align the interests of our executives with those of our shareholders. The allocation of our executive officers’ total direct compensation among base salary, annual cash incentives and long-term equity incentives is based on the Compensation Committee’s judgment, taking into consideration market practices reflected in previous and current peer group and retail surveys, together with a goal of providing a fair balance of risk and reward through an allocation that includes a reasonable mix of both fixed and variable components.
Annual Cash Incentives
Annual Cash Incentives We measure our overall financial performance based on a number of financial metrics, including earnings before interest, taxes, depreciation, and amortization (“EBITDA(2)”). We believe the Company’s performance under this metric provides an effective way to evaluate the Company’s success and operational performance in any given year, directly impacting our compensation decisions with respect to our executive officers. We believe that linking our annual cash incentives to EBITDA, while providing long-term equity incentives earned based on stock price appreciation and EBITDA, provides an effective and balanced approach to executive compensation aligned with the interests of our stockholders. Our annual cash incentive program offers our executive officers the opportunity to earn cash awards based on the level of EBITDA achieved during the fiscal year (with certain adjustments as further described below). Due to the importance of this financial metric to the annual and long-term success of the Company, we strive to make the achievement of this goal each year a meaningful challenge to our executive officers. The budgeted EBITDA that represents our target goal for our annual cash incentive program takes into account many key operating and financial factors, including:
Annual Cash Incentives
| ● | Comparable store sales; |
Annual Cash Incentives
(2) EBITDA is a non-GAAP financial measure. For a reconciliation of EBITDA to the most directly comparable GAAP financial measure, as well as additional details regarding the Company's use of this measure, please refer to Annex A.
Annual Cash Incentives
| ● | Gross profit dollars; |
Annual Cash Incentives
| ● | Selling, general and administrative expenses, including store and distribution operating expenses as a percentage of sales; and |
Annual Cash Incentives
| ● | Corporate expenses. |
Annual Cash Incentives
Our CEO recommends a target award opportunity for each executive officer (other than himself) based on the executive’s position within the Company and consideration of data provided by the Compensation Consultant and the Compensation Committee determines the appropriate target award for each executive. The CEO’s target award opportunity is determined by the Compensation Committee. For fiscal 2025, each named executive officer’s target award was as follows:
Annual Cash Incentives
| Name | Target Award | | Kenneth D. Seipel | 800,000 | | Heather Plutino | 250,000 | | Lisa A. Powell | 250,000 | | Katrina George | 125,000 | | Kyle Koenig | 125,000 |
Annual Cash Incentives
The annual cash incentive program is directly linked to achievement of our budgeted EBITDA goals. Unusual and non-recurring items such as gains from sale-leasebacks, costs related to litigation, claim judgments or settlements and proxy contest expenses are excluded from both the budgeted and actual amounts used in the calculation of EBITDA for purposes of the annual cash incentive program. Since the calculation of cash incentives is based on performance versus budget, the exclusion of such items ensures that the inability to accurately budget such items does not positively or negatively influence cash incentives. Participation in the cash incentive program is broad-based, including named executive officers, the buying teams, store district and regional leaders and management in both the distribution centers and corporate functions. For roles below the senior leadership level, bonus is based partially on EBITDA performance, with the balance determined by functionally specific EBITDA-driving key performance metrics. The Compensation Committee believes it is imperative to structure our compensation program to provide a direct pay-for-performance linkage, such that our executives are rewarded (or held accountable, as the case may be) for annual performance relative to the Company’s goals, and not paying any cash bonuses in years when the Company does not meet certain minimum thresholds is consistent with this philosophy. Accordingly, if the Company performs well and meets or exceeds its goals for the year, the executives are rewarded, but if the Company does not meet its threshold performance target, then the executives do not earn annual incentives. For fiscal 2025, the program was intentionally structured to prioritize shareholder value by deferring associate participation until the first $20 million of EBITDA improvement, ensuring that no EBITDA-based bonuses would be paid unless the company achieved at least $20 million of year-over-year EBITDA growth, or $5.4 million of EBITDA (threshold performance). The design also incorporated a tiered-participation approach where lower-compensated job levels would be eligible to participate first then, as EBITDA increased, higher-compensated positions could participate. Under this tiered structure, lower-compensated employee levels were the first to become bonus eligible as EBITDA increased, reaching bonus eligibility once threshold performance was achieved. Each successive tier, including the named executive officers along with other senior leadership and ultimately the CEO, became eligible only after all lower tiers had reached 100% of their respective target awards. Accordingly, the EBITDA level at which the CEO first became bonus eligible was $11.1 million, representing $25.3 million of year-over-year EBITDA improvement, which reflects the point at which all other participant levels had achieved their target awards. The CEO's own target award was not achieved until EBITDA reached $13.0 million, reflecting the CEO's position as the last tier to fully participate in the program. Once all participant levels achieved their target bonus, the payout for all participants would increase up to 140% of target bonus, based on EBITDA performance. The chart below reflects the various potential payout levels at different levels of performance, including for the named executive officers: For fiscal 2025, actual EBITDA excluding bonus expense was $19.0 million, exceeding both the bonus payout threshold for the program and the maximum performance level for all participants. Accordingly, all named executive officers earned 140% of their respective target annual cash incentives. Actual awards earned in each of the past three years by our named executive officers are shown in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table later in this proxy statement.
Long-Term Equity Incentives
Long-Term Equity Incentives Long-term equity incentive compensation awards are designed to encourage the creation of long-term value for our stockholders by increasing the retention of qualified key employees and aligning the interests of executive officers with our stockholders through the officers’ ownership of equity in the Company. The dollar value of equity awards granted to our executive officers is within the discretion of the Compensation Committee and is based on recommendations made by our CEO (with respect to executives other than himself), which take into account the executive’s past performance, the executive’s position within the Company and an evaluation of other elements of compensation provided to the executive officer. The Compensation Committee also considers studies performed by the Compensation Consultant to determine the appropriate size of the equity-based awards. We believe that grants of restricted stock and restricted stock units provide strong incentives for the creation of long-term stockholder value and provide significant retention value for the executives. In fiscal 2025, our named executive officers (other than CEO as discussed below) received long-term equity incentives with grant date values determined as a flat dollar amount. The awards consisted of (1) time-based restricted shares that vest over three years based on continued future employment with the Company, and (2) performance-based restricted stock units that vest 100% if the Company’s Adjusted EBITDA on a trailing twelve month basis equals or exceeds $40.0 million within the fiscal 2025 to fiscal 2027 period, and that level of profitability is maintained for a subsequent 90 days and otherwise do not vest. As previously discussed, the grant levels were determined as one of several components designed to achieve the desired total direct compensation; however, they were not set to be at any specific level within our peer group. The vesting periods were determined based on consideration of peer group practices and discussions with the Compensation Consultant. For more information regarding these long-term incentives granted to our named executive officers in fiscal 2025, please see “Grants of Plan-Based Awards in Fiscal 2025” and “Outstanding Equity Awards at 2025 Fiscal Year-End” and the related footnotes elsewhere in this proxy statement.
CEO Incentive Compensation
CEO Incentive Compensation As Chief Executive Officer, Mr. Seipel is eligible to earn an annual cash incentive on the terms described in the “Annual Cash Incentives” section of this proxy statement. Mr. Seipel does not currently participate in the Long-Term Equity Incentive program described in this proxy. In lieu of that program, Mr. Seipel received a grant of 80,000 restricted shares of Company common stock on the date of his appointment as CEO on November 18, 2024, which vests ratably over three years starting on the first anniversary of the grant date. Upon his appointment, Mr. Seipel also received a performance-based grant of approximately 321,500 restricted shares of Company common stock, which may be earned based on the average closing price of the common stock equaling or exceeding six specific stock price hurdles for 45 consecutive trading days during a three-year performance period. Restricted shares that are earned based on meeting the stock price hurdles will vest within a four-year vesting period, subject to Mr. Seipel continuing to serve as Chief Executive Officer or a member of the Board of Directors. Each stock price hurdle represents a 20% increase in stock price. The objective of the CEO incentive compensation package is to create strong alignment with shareholder objectives through improved EBITDA performance and increased stock price. The following table outlines the six stock price hurdles and the percentage of restricted shares eligible to be earned at each level:
Performance-Based Vesting Schedule
| Stock Price Target (45-Day Average) | % of Performance Shares Earned | | $23.75 or higher | 29% | | $28.50 or higher | 20% | | $34.20 or higher | 16% | | $41.04 or higher | 14% | | $49.25 or higher | 11% | | $59.10 or higher | 10% |
Performance-Based Vesting Schedule
The Compensation Committee designed Mr. Seipel's performance-based equity award with the objective of ensuring that his compensation is earned only upon meaningful and sustained appreciation in the Company's stock price. The award provides no guaranteed payout; restricted shares are earned incrementally as successively higher stock price hurdles are achieved and are forfeited in their entirety if the applicable hurdle is not achieved during the performance period. The structure is intended to align the CEO's compensation directly with stockholder value creation. Because shares are earned only upon sustained stock price appreciation measured over 45 consecutive trading days, the award is designed to prevent earning based on short-term or volatile price movements. Each earned tranche reflects a sustained increase in the Company's market value. The multi-year vesting schedule applicable to earned shares further ensures that Mr. Seipel's long-term retention and continued service remain tied to the Company's ongoing performance. Since the award's inception, the Company's stock price has demonstrated meaningful appreciation. As of April 15, 2026, four of the six stock price hurdles have been achieved, with the Company's 45-day average closing price having successively reached $23.75, $28.50, $34.20, and $41.04. As a result, 253,987 restricted shares, representing approximately 79% of the total award of 321,502 shares, have been earned. The two remaining stock price hurdles of $49.25 and $59.10 have not yet been achieved, and the corresponding 67,515 shares remain unearned. The Compensation Committee believes the achievement of four consecutive stock price hurdles reflects the Company's operational progress and execution against its strategic objectives, and is consistent with the pay-for-performance design of the award. The following table summarizes the status of each tranche, the date of achievement, and the applicable vesting schedule for earned shares:
Other Benefits
Other Benefits Retirement. We maintain the Citi Trends, Inc. 401(k) Profit Sharing Plan, a tax-qualified, defined contribution employee benefit plan in which a substantial majority of our employees, including the named executive officers, are eligible to participate. We match 50% of employee contributions to the plan, up to a maximum of 4% of an employee’s total calendar year compensation (subject to IRS limits). Perquisites. During fiscal 2025, each named executive officer received life/long-term disability insurance coverage. We did not provide any other special benefits or perquisites to our executive officers. We believe these perquisites are reasonable in light of peer group practices. We provide health and welfare benefits to our executive officers on the same basis as we provide to all of our salaried employees. Employment Agreements and Severance Agreements. We have entered into severance agreements with all of our named executive officers, which provide severance benefits in the event their employment is terminated by the Company without Cause (as defined in the severance agreement) or in connection with a Change in Control (as defined in the severance agreement) of the Company. Each severance agreement provides that if the Company terminates an executive’s employment without Cause or if the executive terminates his or her employment within twelve months of a Change in Control, provided that within such period the executive’s job duties have been materially diminished or compensation has been materially decreased, the Company will provide the executive with separation payments of twelve months’ base salary. The Company provides these involuntary termination severance benefits to protect individuals from events outside their control and to offer compensation packages similar to those commonly found in our market for competing executive talent. Furthermore, the Company provides these benefits to protect the Company against disruption in the event of a Change in Control. We believe that these severance agreements serve as an important retention element of the compensation package provided to these officers and acts to mitigate self-serving behavior during a potential Change in Control by providing a safety net to our executives in the event the employment relationship is severed. The potential severance benefits payable to our named executive officers are described in “Potential Payments upon Termination or Change in Control” elsewhere in this proxy statement.
Equity Grant Practices
Equity Grant Practices The Company has a practice of generally making equity awards on pre-established dates. Annual equity awards are presented to the Compensation Committee for approval at a regularly scheduled Compensation Committee meeting, usually held in March of each year. Equity awards are also given to employees throughout the year as they are hired or promoted into positions eligible for those awards. We make decisions on equity grants based solely on our compensation and retention objectives and our established measurements of the value of these awards. The Compensation Committee does not grant equity awards in anticipation of the release of material nonpublic information, nor is the timing of disclosures of material nonpublic information based on equity award grant dates
Summary Compensation Table
Summary Compensation Table The following table sets forth the cash and other compensation that we paid to our named executive officers, or that was otherwise earned by our named executive officers, for their services in all capacities during fiscal years 2025, 2024 and 2023. Fiscal 2025 and 2024 were comprised of 52 weeks, while fiscal 2023 was comprised of 53 weeks.
Summary Compensation Table
| | | | | | Non-Equity | | | | | | | | Stock | Incentive Plan | All Other | | | | | Salary | Bonus | Awards | Compensation | Compensation | Total | | Name and Principal Position | Year | ($) (1) | ($) | ($) (2) | ($) (3) | ($) (4) | ($) | | Kenneth D. Seipel (5) | 2025 | 788,736 | — | — | 1,120,000 | 3,576 | 1,912,312 | | Chairman and Chief Executive Officer | 2024 | 474,039 | 70,000 | 5,512,008(5) | — | — | 6,056,047 | | Heather Plutino | 2025 | 488,337 | — | 631,064 | 350,000 | 11,742 | 1,481,143 | | Executive Vice President and Chief | 2024 | 487,561 | 16,250 | 244,030 | — | 13,297 | 761,138 | | Financial Officer | 2023 | 475,000 | — | 308,762 | — | 9,203 | 792,965 | | Lisa A. Powell | 2025 | 492,595 | — | 631,064 | 350,000 | 13,423 | 1,487,082 | | Executive Vice President and Chief | 2024 | 491,789 | 16,250 | 246,171 | — | 11,311 | 765,521 | | Merchandising Officer | 2023 | 478,000 | — | 327,101 | — | 12,391 | 817,492 | | Katrina George | 2025 | 313,875 | — | 361,103 | 175,000 | 3,303 | 853,281 | | Vice President, Human Resources | 2024 | 313,726 | 16,250 | 78,464 | — | 3,297 | 411,737 | | Kyle Koenig | 2025 | 295,579 | — | 361,103 | 175,000 | 5,927 | 837,609 | | Vice President, Stores & Real Estate | 2024 | 270,058 | 12,000 | 67,808 | — | 4,342 | 354,208 |
Summary Compensation Table
| (1) Fiscal 2024 salary amounts have been revised from those previously reported to reflect the salary amounts actually earned during the applicable fiscal year. The amounts previously reported included compensation attributable to an additional payroll period that did not relate to services performed during the applicable fiscal year. This revision reflects a correction in presentation only and does not reflect any change in the base salary rates approved by the Compensation Committee. The previously reported amounts exceed the corrected fiscal 2024 amounts by $34,040 for Mr. Seipel, $18,268 for Ms. Plutino, $18,384 for Ms. Powell, $11,923 for Ms. George, and $10,154 for Mr. Koenig. |
Summary Compensation Table
| (2) Reflects the grant date fair value of stock awards granted to the named executive officers, computed in accordance with FASB ASC Topic 718. In fiscal 2025, each of the named executive officers received grants of time-based restricted stock and performance-based restricted stock units (RSUs) tied to achievement of Adjusted EBITDA ex. B&E goals, except for Mr. Seipel who did not receive any equity awards. See footnote 5 for a description of the stock awards granted to Mr. Seipel during fiscal 2024. The grant date fair values of the time-based restricted stock awards and performance-based RSUs are based on the closing price of the Company's common stock on the date of grant (and the probable outcome of performance conditions, in the case of performance-based RSUs). |
Summary Compensation Table
| (3) Reflects amounts earned under our annual cash incentive program. |
Summary Compensation Table
| (4) All Other Compensation in 2025 includes amounts for each officer related to life and long-term disability insurance coverage and the Company’s 401(k) matching contributions, to the extent the officers participate in such programs. |
Summary Compensation Table
| (5) Upon his appointment to Chief Executive Officer, Mr. Seipel received a performance-based restricted share grant of 321,502 shares, which may be earned based on the average closing price of the common stock equaling or exceeding six specific stock price hurdles for 45 consecutive trading days during a three-year performance period; restricted shares that are earned based on meeting the stock price hurdles will vest within a four-year vesting period, subject to Mr. Seipel continuing to serve as Chief Executive Officer or a member of the Board of Directors. The grant date fair value of the performance-based restricted share grant was $3,361,112. |
CEO Pay Ratio
CEO Pay Ratio As required by Item 402(u) of Regulation S-K under the Exchange Act, we are providing the following information regarding the ratio of the annual total compensation of our median employee to the annual total compensation of Kenneth D. Seipel, our Chairman and Chief Executive Officer. The pay ratio figures below are considered to be a reasonable estimate, calculated in a manner that is consistent with the requirements of Item 402(u) of Regulation S-K. For the fiscal year ended January 31, 2026, annual total compensation of the employee who represents our median compensated employee (other than our CEO) was $24,523, and annual total compensation of our CEO was $1,912,312. Accordingly, for fiscal 2025, the ratio of CEO pay to median employee pay (other than the CEO) was 78:1.
Grants of Plan-Based Awards in Fiscal 2025
Grants of Plan-Based Awards in Fiscal 2025 The following table sets forth the individual grants of awards to each of our named executive officers during fiscal 2025:
Grants of Plan-Based Awards in Fiscal 2025
| | | | | | | | All Other | | | | | | | | | | Stock Awards: | Grant Date | | | | | Estimated Future Payouts Under | | | Estimated Future Payouts Under | Number of | Fair Value | | | | | Non-Equity Incentive Plan Awards (1) | | | Equity Incentive Plan Awards (3) | Shares of | of Stock and | | | Approval | Grant | Threshold | Target | Maximum | Target | Stock or Units | Option Awards | | Name | Date | Date | ($) (2) | ($) | ($) | (#) | (#) (4) | ($) (5) | | Kenneth D. Seipel | | | — | 800,000 | 1,120,000 | — | — | — | | Heather Plutino | | | — | 250,000 | 350,000 | — | — | — | | | 5/5/25 | 5/5/25 | — | — | — | 14,474 | 1,974 | 375,014 | | | 6/10/25 | 6/10/25 | — | — | — | 7,500 | — | 256,050 | | Lisa A. Powell | | | — | 250,000 | 350,000 | — | — | — | | | 5/5/25 | 5/5/25 | — | — | — | 14,474 | 1,974 | 375,014 | | | 6/10/25 | 6/10/25 | — | — | — | 7,500 | — | 256,050 | | Katrina George | | | — | 125,000 | 175,000 | — | — | — | | | 5/5/25 | 5/5/25 | — | — | — | 6,377 | 1,974 | 190,403 | | | 6/10/25 | 6/10/25 | — | — | — | 5,000 | — | 170,700 | | Kyle Koenig | | | — | 125,000 | 175,000 | — | — | — | | | 5/5/25 | 5/5/25 | — | — | — | 6,377 | 1,974 | 190,403 | | | 6/10/25 | 6/10/25 | — | — | — | 5,000 | — | 170,700 |
Grants of Plan-Based Awards in Fiscal 2025
| (1) Reflects target and maximum payout values pursuant to our annual cash incentive program for fiscal 2025 performance, which will payout in fiscal 2026. For more information on our annual cash incentive program, see the description contained in the “Compensation Discussion and Analysis” elsewhere in this proxy statement. In each case, the actual amount earned pursuant to our annual cash incentive program by each named executive officer is reported under the Non-Equity Incentive Plan Compensation column in the Summary Compensation Table. |
Grants of Plan-Based Awards in Fiscal 2025
| (2) Refer to the Annual Cash Incentive section of this proxy on page 28 for a description of Threshold payouts under the Company’s Incentive Plan. |
Grants of Plan-Based Awards in Fiscal 2025
| (3) Recipients may receive 100% of the target units if the Company’s Adjusted EBITDA on a trailing twelve-month basis equals or exceeds $40.0 million within the fiscal 2025 to fiscal 2027 period, and that level of profitability is maintained for a subsequent 90 days. |
Grants of Plan-Based Awards in Fiscal 2025
| (4) These awards of time-based restricted stock under the 2021 Incentive Plan vest in three equal installments on the first three anniversaries of the grant date. |
Grants of Plan-Based Awards in Fiscal 2025
| (5) Reflects the grant-date fair value of stock awards. The grant date fair value of time-based grants of restricted stock and performance-based restricted stock units tied to Adjusted EBITDA ex. B&E is based on the closing price of the Company’s common stock on the date of grant and the probable outcome of performance conditions. Each fair value measurement was computed in accordance with FASB ASC Topic 718. |
Outstanding Equity Awards at 2025 Fiscal Year-End
Outstanding Equity Awards at 2025 Fiscal Year-End
Outstanding Equity Awards at 2025 Fiscal Year-End
| | | Market Value of | Equity Incentive Plan Awards: | Equity Incentive Plan Awards: | | | Number of Shares | Shares or Units of | Number of Unearned Shares, | Market or Payout Value of | | | or Units of Stock | Stock That Have | Units or Other Rights That | Unearned Shares, Units or Other | | | That Have Not Vested | Not Vested | Have Not Vested | Rights That Have Not Vested | | | (#) | ($) | (#) | ($) (15) | | Kenneth D. Seipel | 201,743(1) | 8,705,210 | 67,515(1) | 2,913,272 | | | 53,332(2) | 2,301,276 | — | — | | | 2,424(3) | 104,596 | — | — | | | 2,426(4) | 104,682 | — | — | | | 2,424(5) | 104,596 | — | — | | | 2,424(6) | 104,596 | — | — | | | 2,424(7) | 104,596 | — | — | | Heather Plutino | — | — | 7,500(12) | 323,625 | | | 1,974(8) | 85,178 | 14,474(12) | 624,553 | | | 2,696(9) | 116,332 | 6,018(13) | 259,677 | | | 3,188(10) | 137,562 | 9,601(14) | 414,283 | | Lisa A. Powell | — | — | 7,500(12) | 323,625 | | | 1,974(8) | 85,178 | 14,474(12) | 624,553 | | | 2,696(9) | 116,332 | 6,071(13) | 261,964 | | | 3,188(10) | 137,562 | 9,661(14) | 416,872 | | Katrina George | — | — | 5,000(12) | 215,750 | | | 1,974(8) | 85,178 | 6,377(12) | 275,168 | | | 858(9) | 37,023 | 1,935(13) | 83,495 | | | 1,501(11) | 64,768 | — | — | | Kyle Koenig | — | — | 5,000(12) | 215,750 | | | 1,974(8) | 85,178 | 6,377(12) | 275,168 | | | 742(9) | 32,017 | 1,672(13) | 72,147 | | | 861(10) | 37,152 | 2,612(14) | 112,708 |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (1) On November 18, 2024, the Company granted a performance-based restricted stock award to the Chief Executive Officer. The total number of shares earned depends on the attainment of predefined average closing stock price targets measured over rolling 45-trading-day periods during the performance period ending November 15, 2027. Earned shares vest annually over a period extending through November 15, 2028. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (2) Restricted shares were awarded on November 18, 2024 under the 2021 Incentive Plan. 50% of the amount vests on November 18, 2026, and the remaining 50% vests on November 2, 2027. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (3) Restricted shares were awarded on November 2, 2024 under the 2021 Incentive Plan. 50 % of the amount vests on November 2, 2026, and the remaining 50% vests on November 2, 2027. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (4) Restricted shares were awarded on October 2, 2024 under the 2021 Incentive Plan. 50% of the amount vests on October 2, 2026, and the remaining 50% vests on October 2, 2027. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (5) Restricted shares were awarded on September 2, 2024 under the 2021 Incentive Plan. 50% of the amount vests on September 2, 2026, and the remaining 50% vests on September 2, 2027. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (6) Restricted shares were awarded on August 2, 2024 under the 2021 Incentive Plan. 50% of the amount vests on August 2, 2026, and the remaining 50% vests on August 2, 2027. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (7) Restricted shares were awarded on July 2, 2024 under the 2021 Incentive Plan. 50% of the amount vests on July 2, 2026, and the remaining 50% vests on July 2, 2027. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (8) Restricted shares were awarded on May 5, 2025 under the 2021 Incentive Plan and vest in three equal annual installments beginning May 5, 2026. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (9) Restricted shares were awarded on May 17, 2024 under the 2021 Incentive Plan. 50% of the amount vests on May 17, 2026, and the remaining 50% vests on May 17, 2027. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (10) Restricted shares were awarded on May 5, 2023 under the 2021 Incentive Plan and vest on May 5, 2026. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (11) Restricted shares were awarded on October 31, 2023 under the 2021 Incentive Plan and vest on October 31, 2026. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (12) Reflects the target number of performance-based restricted stock units awarded during fiscal 2025 under the Citi Trends, Inc. 2021 Incentive Plan. These units are payable in shares of Common Stock with the number of shares based upon the achievement of Adjusted EBITDA ex. B&E. The number of units earned and vested will equal 100% of the target units upon achievement of cumulative Adjusted EBITDA on a trailing twelve-month basis equals or exceeds $46.4 million within the fiscal 2025 to fiscal 2027 period, and that level of profitability is maintained for a subsequent 90 days. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (13) Reflects the target number of performance-based restricted stock units awarded during fiscal 2024 under the Citi Trends, Inc. 2021 Incentive Plan. These units are payable in shares of Common Stock with the number of shares based upon the achievement of various levels of Adjusted EBITDA ex. B&E. The number of units earned and vested will equal 100% of the target units upon achievement of cumulative Adjusted EBITDA ex. B&E for fiscal years 2024 through 2026 that equals or exceeds $98.8 million. Recipients may receive up to 200% of the target units if cumulative Adjusted EBITDA ex. B&E for fiscal years 2024 through 2026 equals or exceeds $118.6 million. The percent of target units to be awarded is based on a matrix, which provides for a maximum payout of 200% of target units. Target units of less than 100% may be awarded based on the matrix for Adjusted EBITDA ex. B&E values below $98.8 million but no target units will vest if cumulative Adjusted EBITDA ex. B&E is below $79.1 million. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (14) Reflects target number of performance based restricted stock units awarded during fiscal 2023 under the Citi Trends, Inc. 2021 Incentive Plan. These units are payable in shares of Common Stock with the number of shares based upon the achievement of various levels of Adjusted EBITDA ex. B&E for fiscal 2025. The number of units earned and vested will equal 100% of the target units upon the achievement of Adjusted EBITDA ex. B&E of $45.0 million. Recipients may receive up to 200% of the target units upon achievement of Adjusted EBITDA ex. B&E of $54.0 million based on a sliding scale which also provides for vesting of less than 100% of target units based on lower levels of Adjusted EBITDA ex. B&E. No units will be earned or vest for an Adjusted EBITDA ex. B&E level below $36.0 million. On March 17, 2026, these awards were deemed unearned as Adjusted EBITDA for fiscal 2025 was $24.4 million, below the $36.0 million threshold. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (15) Market value is based on the closing stock price of $43.15 on January 30, 2026 the last trading day of our 2025 fiscal year. |
Option Exercises and Stock Vested in Fiscal 2025
Option Exercises and Stock Vested in Fiscal 2025 The following table sets forth information concerning each vesting of restricted stock during the last completed fiscal year for each of the named executive officers.
Option Exercises and Stock Vested in Fiscal 2025
| | Number of | | | | Shares | | | | Acquired on | Value Realized | | | Vesting | on Vesting | | Name | (#) | ($)(1) | | Kenneth D. Seipel | 84,985 | 3,303,901 | | Heather Plutino | 6,636 | 178,026 | | Lisa A. Powell | 6,601 | 155,546 | | Katrina George | 1,933 | 65,089 | | Kyle Koenig | 1,586 | 36,491 |
Option Exercises and Stock Vested in Fiscal 2025
| (1) Reflects the fair market value of the shares on the vesting date. |
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control As discussed in the “Other Benefits” section of the “Compensation Discussion and Analysis,” the Company has entered into severance agreements with each of the named executive officers. Each severance agreement provides that if the Company terminates an executive’s employment without cause (as defined in the severance agreement) or if the executive terminates his or her employment within twelve months of a change in control (as defined in the severance agreement), provided that within such period the executive’s job duties have been materially diminished or compensation has been materially decreased (a “Qualifying Termination”), the Company will provide the executive with separation payments of twelve months base salary, and will pay the executive the full monthly cost, less applicable tax withholdings, to maintain the same level of group health insurance maintained by the executive as of their separation from service for twelve months. Mr. Seipel’s severance agreement also provides him with the severance benefits noted above if he terminates his employment in the event his job duties have been materially diminished or his compensation has been materially decreased (regardless of whether a change in control has occurred). “Cause” generally means (i) commission of an act of fraud or dishonesty; (ii) conviction of a felony or a crime involving embezzlement, conversion of property or moral turpitude; (iii) engaging in willful or reckless misconduct or gross negligence in connection with Company property or activities which adversely affects the Company; (iv) material breach of any obligations as an employee or stockholder as set forth in certain Company policies; or (v) failure or refusal to perform any material duty or responsibility or a breach of fiduciary obligations to the Company. Pursuant to the terms of the 2021 Incentive Plan and applicable award agreements, all outstanding options and unvested time-based restricted stock awards held by the named executive officers will become fully vested upon a change in control .With respect to Mr. Seipel’s performance-based restricted stock award, upon an involuntary termination without cause, a voluntary termination for good reason (including, among other things, a material reduction in base salary, a material adverse change in title or responsibilities, or a required relocation of more than 50 miles), or a termination due to death or disability, all earned restricted shares will vest in full and the next tranche of unearned restricted shares will be deemed earned and vest immediately. Upon a change in control, the performance goals applicable to Mr. Seipel’s award will be assessed based on the value of the Company's common stock implied by the transaction, and all earned restricted shares will vest in full. The following table summarizes the approximate value of the payments and benefits that each of our named executive officers would receive if the Company had terminated such executive’s employment without cause at the close of business on January 31, 2026, or if a change in control of the Company and qualifying termination of the executive had occurred as of such date. The amounts shown in the table exclude distributions under our 401(k) retirement plan that are generally available to all of our salaried employees.
Potential Payments Upon Termination or Change in Control
| | Kenneth D. | Heather | Lisa A. | Kyle | Katrina | | | Seipel | Plutino | Powell | Koenig | George | | Termination By Company Without Cause (Not in Connection with a Change in Control) | | | | | | | Cash Severance (1) | $800,000 | $488,063 | $492,340 | $300,000 | $313,875 | | COBRA Payments | $20,135 | $20,135 | $18,747 | $— | $14,305 | | Total | $820,135 | $508,198 | $511,087 | $300,000 | $328,180 | | Termination By Company Without Cause; Qualifying Termination by Executive (In Connection with a Change in Control) | | | | | | | Cash Severance (1) | $800,000 | $488,063 | $492,340 | $300,000 | $313,875 | | COBRA Payments | $20,135 | $20,135 | $18,747 | $— | 14,305 | | Value of Accelerated Unvested Restricted Stock (2) | $7,922,599 | $1,637,586 | $1,642,462 | $614,370 | 480,864 | | Total | $8,742,734 | $2,145,784 | $2,153,549 | $914,370 | $809,044 | | Change in Control of the Company (Regardless of Termination of Employment) | | | | | | | Value of Accelerated Unvested Restricted Stock (2) | $7,922,599 | $1,637,586 | $1,642,462 | $614,370 | $480,864 | | Total | $7,922,599 | $1,637,586 | $1,642,462 | $614,370 | $480,864 |
Potential Payments Upon Termination or Change in Control
(1)Reflects cash severance equal to 12 months of the executive’s fiscal 2025 annual salary. (2)Reflects the value of time-based and performance-based restricted stock awards using the closing stock price of the Company's common stock on January 30, 2026 ($43.15). (3)Mr. Seipel was appointed as Interim Chief Executive Officer effective June 2, 2024 and became Chief Executive Officer effective November 18, 2024. On April 2, 2025, Mr. Seipel, our Chief Executive Officer, was appointed as Chairman of the Board. In addition to a termination by the Company without Cause, Mr. Seipel would be entitled to these benefits if he terminates his employment in the event his job duties have been materially diminished or his compensation has been materially decreased (regardless of whether a Change in Control has occurred). (4)Mr. Koenig joined the Company in 2016 and became an Executive Officer in fiscal 2024. (5)Ms. George joined the Company in 2023 and became an Executive Officer in fiscal 2024.
Pay Versus Performance
Pay Versus Performance The following table shows the total compensation for our Named Executive Officers (NEOs) for the past fiscal years listed below as set forth in the Summary Compensation Table (SCT), the “compensation actually paid” (CAP) to our Principal Executive Officers (PEOs), and, on an average basis, our other NEOs (in each case, as determined under SEC rules), our Total Shareholder Return (TSR), the Dow Jones US Specialty Retailers Index, our net income, and our Company Selected Measure, Adjusted EBITDA ex. B&E.
Pay Versus Performance
| | | | | | | | Value ($) of Initial Fixed $100 | | | | | | SCT ($) for | CAP ($) to | SCT ($) for | CAP ($) to | Average | Average | Investment Based On: | | | Adjusted | | Fiscal | Mr. Seipel | Mr. Seipel | Mr. Makuen | Mr. Makuen | SCT ($) | CAP ($) | Citi Trends | Peer Group | Net Income | EBITDA ex. B&E | | Year | (PEO 1) | (PEO 1) | (PEO 2) | (PEO 2) | for NEOs | to NEOs | TSR | TSR | ($M) | ($M) | | (a) | (b)(1) | (c)(2) | (d)(1) | (e)(2) | (f)(3) | (g)(2) | (h)(4) | (i)(4) | (j) | (k)(5) | | 2025 | 1,912,312 | 9,544,577 | — | — | 1,164,779 | 1,541,368 | 73.14 | 159.96 | 5.2 | 24.4 | | 2024 | 6,056,047 | 10,305,617 | 1,495,502 | 265,991 | 563,027 | 392,412 | 43.90 | 167.01 | (43.2) | (11.3) | | 2023 | — | — | 1,751,579 | 1,191,613 | 615,206 | 513,982 | 45.64 | 112.85 | (12.0) | 5.6 | | 2022 | — | — | 1,730,016 | (331,897) | 483,470 | 122,735 | 53.36 | 96.22 | 58.9 | 35.6 | | 2021 | — | — | 2,979,581 | 2,882,746 | 1,140,197 | 1,200,526 | 82.58 | 100.89 | 62.2 | 123.7 |
Pay Versus Performance
| (1) The dollar amounts reported in columns (b) and (d) are the amounts of total compensation reported for Mr. Seipel (Interim Chief Executive Officer effective June 2, 2024, Chief Executive Officer effective November 18, 2024 and Chairman of the Board effective April 2, 2025) and Mr. Makuen (Chief Executive Officer and Principal Executive Officer until August 3, 2024) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to our Summary Compensation Table on page 34. |
Pay Versus Performance
| (2) The dollar amounts reported in columns (c), (e) and (g) represent the amount of “compensation actually paid,” as computed in accordance with SEC rules. “Compensation actually paid” does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. We do not have a defined benefit plan so no adjustment for pension benefits is included in the table below. Similarly, no adjustment is made for dividends as dividends, if any, are factored into the fair value of the award. The following table details these adjustments: |
Pay Versus Performance
| All table values in $ | | | | | | | | | | | | | | | Grant Date | Year End | Change in | Change in | Change in | Change in Value | | | | Fiscal | | | Value of | Value of | Value of | Value of | Value of | of Awards Granted | Total Equity | | | Year | Executives | SCT | New Awards | New Awards | Prior Awards | Vested Awards | Forfeited Awards | and Vested in '24 | Award Adjustments | CAP | | | | (a) | (b) | (i) | (ii) | (iii) | (iv) | (v) | (c)=(i)+(ii)+(iii)+(iv)+(v) | (d)=(a)-(b)+(c) | | 2025 | PEO 1 | 1,912,312 | — | — | 6,425,277 | 1,206,988 | — | — | 7,632,265 | 9,544,577 | | | Others | 1,164,779 | 496,084 | 804,726 | 67,655 | 293 | — | — | 872,673 | 1,541,368 |
Pay Versus Performance
(a)The dollar amounts reported in the Summary Compensation Table for the applicable year.
Pay Versus Performance
| (b) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year. |
Pay Versus Performance
(c)The recalculated value of equity awards for each applicable year includes the addition (or subtraction, as applicable) of the following:
Pay Versus Performance
| (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; |
Pay Versus Performance
| (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; |
Pay Versus Performance
| (iii) | for awards that vest in applicable year, the change in the fair value as of the vesting date from the beginning of the applicable year. |
Pay Versus Performance
| (iv) for awards that failed to meet vesting conditions in the applicable year, the fair value from the end of prior fiscal year. |
Pay Versus Performance
| (v) for awards that were granted and vest in the applicable year, the fair value as of the vesting date. |
Pay Versus Performance
The valuation assumptions and processes used to recalculate fair values did not materially differ from those disclosed at the time of grant, except for PSU awards whose year-end and vesting date values are adjusted by the probability of achievement as of each such date.
Pay Versus Performance
| (d) “Compensation actually paid” does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. |
Pay Versus Performance
| (3) The dollar amounts reported in column (f) are the average amounts of total compensation reported for the other Named Executive Officers for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to our Summary Compensation Table on page 34. For each of 2021, 2022, 2023, 2024 and 2025, the other NEOs were: |
Pay Versus Performance
| 2025 | 2024 | 2023 | 2022 | 2021 | | Heather Plutino | Heather Plutino | Heather Plutino | Heather Plutino | Pamela Edwards | | Lisa Powell | Lisa Powell | Lisa Powell | Pamela Edwards | Lisa A. Powell | | Katrina George | Katrina George | Vivek Bhargava | Lisa A. Powell | Ivy D. Council | | Kyle Koenig | Kyle Koenig | Ivy Council | Ivy D. Council | James A. Dunn | | | Vivek Bhargava | Charles Hynes | Charles J. Hynes | | | | | | Jason Moschner | |
Pay Versus Performance
| (4) TSR is determined based on the value of an initial fixed investment of $100. The TSR peer group consists of the Dow Jones US Specialty Retailers Index. |
Pay Versus Performance
| (5) For 2025, our Company Selected Measure is Adjusted EBITDA ex. B&E. In prior years, we used Adjusted EBIT. For more details, refer to our Compensation Discussion and Analysis, beginning on pag e 25. |
Pay Versus Performance
| Company Selected Measure ($M) | 2025 | 2024 | 2023 | 2022 | 2021 | | Adjusted EBITDA ex B&E | 24.4 | -11.3 | 5.6 | 35.6 | 123.7 | | Adjusted EBIT | 5.3 | -33.0 | -17.5 | 11.4 | 91.4 |
Relationship Between “Compensation Actually Paid” and Performance Measures
Relationship Between “Compensation Actually Paid” and Performance Measures We believe the table above shows the alignment between compensation actually paid to the NEOs and the Company’s performance, consistent with our compensation philosophy as described in our Compensation Discussion and Analysis, beginning on page 25. A large portion of NEO compensation is reliant on stock price and as such “compensation actually paid” each year was aligned with TSR performance. The tables below show the relationship between the CEO and non-CEO “compensation actually paid” and (i) the Company’s TSR and the Peer Group TSR; (ii) the Company’s net income; and (iii) the Company Selected Measure, Adjusted EBITDA ex. B&E.
Director Compensation
Director Compensation Annual Retainers. During fiscal 2025, all non-employee directors received an annual retainer fee of $84,000 (payable quarterly and prorated for any director that served for less than the full year). We also provided the following additional annual retainers: Lead Independent Director, $25,000; Chair of the Audit Committee, $12,000; Chair of the Compensation Committee, $8,000; Chair of the Nominating and Corporate Governance Committee, $8,000; and Chair of the Finance Committee, $8,000. Equity Awards. During fiscal 2025, each non-employee director received a restricted stock award with a grant date value equal to approximately $76,750, subject to vesting on the one-year anniversary of the grant date. We reimburse all of our non-employee directors for reasonable out-of-pocket expenses in connection with their attendance at the meetings of the board of directors and committees.
Director Compensation Table for Fiscal 2025
Director Compensation Table for Fiscal 2025 The following table sets forth the cash and other compensation paid by the Company to the members of the board of directors of the Company for all services as a member of the board of directors during fiscal 2025, except for Mr. Seipel, our current Chairman and Chief Executive Officer, whose compensation for serving as Chairman and his compensation for serving as Chief Executive Officer is reflected in the Summary Compensation Table above.
Director Compensation Table for Fiscal 2025
| | Fees Earned | Stock | | | | in Cash | Awards | Total | | Name | ($) | ($) (1) | ($) | | Margaret L. Jenkins | 85,100 | 76,750 | 161,850 | | Cara Robinson | 85,100 | 76,750 | 161,850 | | Michael S. Kvitko | 102,770(2) | 76,750 | 179,520 | | Chaoyang (Charles) Liu | 77,700 | 76,750 | 154,450 | | David A. Heath | 90,200 | 76,750 | 166,950 | | Wesley Calvert | 59,300 | 76,750 | 136,050 | | Pamela Edwards | 61,600 | 76,750 | 138,350 |
Director Compensation Table for Fiscal 2025
| (1) Reflects the grant-date fair value of 2,277 shares of restricted stock granted to Messrs. Kvitko, Liu, Heath and Calvert and Mses. Jenkins, Robinson and Edwards computed in accordance with FASB ASC Topic 718 based on the closing price of the Company's common stock on the previous day of the date of grant of June 5, 2025. All shares granted to Messrs. Kvitko, Liu, Heath and Calvert and Mses. Jenkins, Robinson and Edwards vest on the first anniversary of the grant date. |
Director Compensation Table for Fiscal 2025
| (2) Mr. Kvitko's fees earned include a one-time $25,000 special fee approved by the Board for extraordinary services rendered in connection with the Company's evaluation of potential strategic acquisitions. |
Director Compensation Table for Fiscal 2025
The following table summarizes the aggregate number of shares of restricted stock held by each of the non-employee directors as of January 31, 2026. Each of the grants were made pursuant to a restricted stock award agreement, the form of which is filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2021. There were no awards of stock options to directors in fiscal 2025, and as of January 31, 2026, no director held any stock options.
Director Compensation Table for Fiscal 2025
| | Number of Shares | | | of Stock That | | Name | Have Not Vested | | Margaret L. Jenkins | 2,277 | | Cara Robinson | 2,277 | | Michael Kvitko | 2,277 | | Chaoyang (Charles) Liu | 2,277 | | David Heath | 2,277 | | Wesley Calvert | 2,277 | | Pamela Edwards | 2,277 |
Directors and Executive Officers
Directors and Executive Officers
Directors and Executive Officers
| | Number of Shares of | Percentage of | | | Common | Class | | Name of Beneficial Owner | Stock Beneficially Owned | | | Kenneth D. Seipel | 685,444 | 8.0% | | Heather Plutino | 22,288 | * | | Lisa A. Powell | 25,531 | * | | Katrina George | 6,174 | * | | Kyle Koenig | 12,119 | * | | Margaret L. Jenkins | 14,163 | * | | Cara Robinson | 12,952 | * | | Michael S. Kvitko | 5,288 | * | | Chaoyang (Charles) Liu | 5,288 | * | | David A. Heath | 8,788 | * | | Pamela Edwards | 2,277 | * | | Benjamin Faw (1) | 487 | * | | Directors and executive officers as a group (13 persons) | 804,979 | 9.6% |
Directors and Executive Officers
* Denotes less than 1%
Directors and Executive Officers
| (1) Mr. Faw joined the Company’s Board of Directors effective February 19, 2026. |