Bailey Patrick
About Bailey W. Patrick
Bailey W. Patrick, 63, is an independent director of The Cato Corporation, serving since May 2009; his current board term expires in 2027 . He is Managing Partner of MPV Properties LLC (formerly Merrifield Patrick Vermillion) since October 2010 and previously led Bissell-Patrick, LLC, bringing deep commercial real estate leasing and development expertise; he also previously served on the board of Harris Teeter Supermarkets, Inc. . All directors, including Mr. Patrick, attended 100% of Board and applicable committee meetings in fiscal 2024 and attended the 2024 Annual Meeting, indicating strong engagement .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MPV Properties LLC (formerly Merrifield Patrick Vermillion) | Managing Partner | Since Oct 2010 | Commercial real estate brokerage and development leadership |
| Merrifield Patrick | Managing Partner | Feb–Oct 2010 | Predecessor firm leadership |
| Bissell-Patrick, LLC | President | 1999–2010 | Prior leadership in real estate development; various roles since 1984 |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| YMCA of Greater Charlotte | Board director and trustee | Current | Community and education-focused governance |
| Queens University of Charlotte | Trustee | Current | Higher-education governance |
Board Governance
- Committee memberships: Compensation Committee (member; Chair is D. Harding Stowe) and Corporate Governance & Nominating Committee (member; Chair is Bryan F. Kennedy, III) .
- Independence: The Board annually determines independence; Mr. Patrick is independent under NYSE standards despite Cato’s “controlled company” status (majority voting power held by CEO John P. D. Cato) .
- Attendance and engagement: Board met 4 times; Audit 7; Compensation 3; Corporate Governance & Nominating 3; all directors, including Mr. Patrick, attended 100% of Board and applicable committee meetings and attended the 2024 Annual Meeting .
- Board leadership and oversight: Lead Independent Director is Bryan F. Kennedy, III; independent director executive sessions are held regularly; Audit Committee has primary cybersecurity oversight .
| Governance Item | Detail |
|---|---|
| Committees served | Compensation; Corporate Governance & Nominating |
| Chair roles | None (Compensation Chair: Stowe; Governance Chair: Kennedy; Audit Chair: Drew) |
| Independence | Independent director (NYSE standards) |
| Term expiry | 2027 |
| FY2024 attendance | 100% Board and applicable committees; attended 2024 Annual Meeting |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 75,000 | 25,895 (4,298 shares granted 6/1/2024; ASC 718 fair value based on 5/31/2024 high/low average) | 100,895 |
- Cash retainers/fees policy: Annual base retainer $66,000; $1,500 per Board meeting and per committee meeting scheduled outside regular Board cycles; committee chair premiums: $5,000 (Compensation; Corporate Governance & Nominating), $10,000 (Audit) .
Performance Compensation
| Year | Equity Grant (Shares) | Vesting/Restrictions | Fair Value Basis | Performance Metrics |
|---|---|---|---|---|
| 2024 | 4,298 shares (granted 6/1/2024) | Not subject to vesting requirements or other restrictions (fully unrestricted) | Grant-date ASC 718 fair value $25,895 using 5/31/2024 high/low average ($6.11/$5.94) | None disclosed for directors; no performance conditions |
The Compensation Committee “approved stock awards valued at $60,000,” with share counts determined using a 90-day average price ($6.98) methodology; the ASC 718 accounting fair value recognized for FY2024 was $25,895 per director for the 4,298-share grant .
Other Directorships & Interlocks
| Company/Institution | Role | Status | Notes |
|---|---|---|---|
| Harris Teeter Supermarkets, Inc. (formerly Ruddick Corporation) | Director | Past | Mr. Patrick previously served as a director; CEO John P. D. Cato also previously served as a director, indicating a historical interlock . |
Expertise & Qualifications
- Core expertise: Commercial real estate leasing and development; decades of experience across predecessor firms and MPV Properties .
- Board qualifications: Selected for real estate development and leasing knowledge and prior board service; aligns with Cato’s store footprint and leasing needs .
Equity Ownership
| Holder | Class A Shares Beneficially Owned | % of Class A | Class B Shares | % of Class B |
|---|---|---|---|---|
| Bailey W. Patrick | 43,106 | <1% (“*” per proxy) | — | — |
- Hedging/derivatives: Company insider trading policy prohibits hedging, short sales, and options transactions by directors .
- ESPP eligibility: Non-employee directors are not eligible to participate in the Employee Stock Purchase Plan .
- Pledging: No pledging of company stock disclosed for Mr. Patrick in FY2024 .
Compensation Committee Analysis (Mr. Patrick is a member)
- Consultant: Aon Hewitt engaged by the Compensation Committee for peer group design, market data, and best practices; committee assessed consultant independence and found no conflicts .
- Pay program oversight: Committee oversees CEO/NEO pay design, annual incentive targets, LTIs, director compensation form/amounts, and grants under incentive plans .
- Risk lens: Committee annually reviews compensation policies for risk-taking incentives; excess performance above bonus caps is shared broadly via ESOP/profit sharing rather than increasing NEO payouts .
Related Party Transactions and Conflicts
- Related party transactions: None requiring disclosure in fiscal 2024, reducing conflict risk .
- Controlled company context: Majority voting power held by CEO John P. D. Cato via Class B shares (53.3% of total voting power), a governance risk mitigated in part by an independent-majority board and fully independent key committees .
Governance Assessment
- Strengths: Independent status; 100% meeting attendance; service on Compensation and Corporate Governance & Nominating Committees; strong prohibition on hedging; no related-party transactions; director equity ownership and annual stock grants support alignment .
- Watch items: Controlled company structure concentrates voting power with CEO (53.3%); director equity grants are unrestricted and not performance-based (no vesting or metrics), which limits pay-for-performance linkage at the director level; monitor any future interlocks or external business dealings given Mr. Patrick’s ongoing commercial real estate leadership roles .
- Overall read-through: Mr. Patrick’s long tenure, committee roles, and attendance support board effectiveness, with independence and lack of related-party transactions mitigating conflict concerns; the controlled company dynamic remains the primary governance risk signal for investors .