Bryan Kennedy III
About Bryan F. Kennedy III
Bryan F. Kennedy III, 67, is an independent director of The Cato Corporation, serving since August 2009, and currently acts as Lead Independent Director; he chairs the Corporate Governance & Nominating Committee and is a member of the Audit Committee, designated as an audit committee financial expert by the Board . He retired in December 2023 as President of the Northern Banking Group at SouthState Bank after a multi-decade banking career spanning executive roles at Park Sterling Bank/Corporation and Regions Bank, underscoring deep finance and risk oversight credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SouthState Bank (Northern Banking Group) | President | Jun 2020 – Dec 2023 | Senior banking leadership; operational oversight |
| Park Sterling Corporation | President | Jan 2011 – 2017 | Public-company bank leadership; strategic execution |
| Park Sterling Bank | President; CEO (Jan 2006–Aug 2010); Board Member | 2006 – Nov 2017; Board 2006 – 2010 | CEO/President roles; board governance experience |
| Regions Bank (NC Market) | Market President | Jan 2004 – Jan 2006 | P&L responsibility; regional banking operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Park Sterling Bank | Director | 2006 – 2010 | Prior public company board; acquisition by South State in 2017 |
No current public company directorships are disclosed for Mr. Kennedy in the latest proxy .
Board Governance
- Committee assignments: Chair, Corporate Governance & Nominating Committee; Member, Audit Committee .
- Lead Independent Director responsibilities: presides over executive sessions; oversees CEO performance/comp; manages annual director self-assessment process through chair role on Governance & Nominating .
- Independence: Board determined Kennedy is independent under NYSE standards; Cato qualifies as a “controlled company” but its Board/committees meet independence standards .
- Attendance and engagement: Board held 4 meetings; Audit 7; Compensation 3; Corporate Governance & Nominating 3; all directors, including Kennedy, attended 100% of applicable meetings and the 2024 Annual Meeting .
- Term and tenure: Continuing director with current term expiring in 2026; total board service since 2009 .
Fixed Compensation
Program details (structure intended for all non-employee directors):
- Annual cash retainer: $66,000; meeting fees $1,500 per Board/committee meeting not scheduled with a Board meeting; Chair stipends: Audit $10,000; Governance/Nominating $5,000; Compensation $5,000; directors reimbursed for reasonable expenses .
Bryan F. Kennedy III – Director Compensation (Fiscal years, oldest → newest)
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 87,000 | 88,500 |
| Stock Awards ($) | 35,637 | 25,895 |
| Total ($) | 122,637 | 114,395 |
Performance Compensation
Stock award structure and metrics:
- Annual director stock grants are full-value shares with no vesting restrictions; intended grant value is set using a 90-day average price to dampen short-term volatility .
- 2024 grant calibration: $60,000 target at a 90-day average price of $6.98 (prices Oct 17, 2023–Feb 26, 2024), resulting in 4,298 shares per director; fair value recognized at $25,895 based on market pricing near grant date; shares granted June 1, 2024 .
- 2023 grant calibration: $45,000 target at a 90-day average price of $10.14 (prices Oct 11, 2022–Feb 20, 2023), resulting in 4,438 shares per director; fair value recognized at $35,637; shares granted June 1, 2023 .
| Grant Metric | FY 2023 | FY 2024 |
|---|---|---|
| Grant date | Jun 1, 2023 | Jun 1, 2024 |
| Shares granted (#) | 4,438 | 4,298 |
| Recognized fair value ($) | 35,637 | 25,895 |
| Vesting | Not subject to vesting | Not subject to vesting |
| 90-day average price (calibration) | $10.14 | $6.98 |
Note: Director grants are not performance-conditioned; there are no disclosed TSR/financial hurdles for director equity .
Other Directorships & Interlocks
| Company | Relationship | Period | Notes |
|---|---|---|---|
| Park Sterling Bank | Director | 2006 – 2010 | Prior public company board; subsequent sale to South State |
- Compensation Committee interlocks: None – no member of the Compensation Committee served as an officer/employee; no cross-compensation committee or board interlocks with Cato executives disclosed .
- Related party transactions: None requiring disclosure in fiscal 2024 .
Expertise & Qualifications
- Designated audit committee financial expert (SEC definition), signaling depth in financial reporting, controls, and audit oversight .
- Career banking executive (SouthState/ Park Sterling/ Regions), providing risk management, capital allocation, and operating expertise relevant to retail liquidity and financial stewardship .
- Lead Independent Director role reflects Board confidence in his governance acumen and independence .
Equity Ownership
| Metric | As of FY 2024 (record 3/25/2024) | As of FY 2025 (record 3/24/2025) |
|---|---|---|
| Class A shares beneficially owned (#) | 33,304 | 37,302 |
| % of Class A | <1% | <1% |
Company policies impacting alignment:
- Insider Trading Policy prohibits short sales, puts/calls, and hedging or derivative strategies designed to minimize risk inherent in owning Company stock; promotes alignment with shareholders .
- Section 16 compliance: all reports timely filed for FY 2024 .
Governance Assessment
- Strengths: Independent status; Lead Independent Director responsibilities; committee leadership (Governance & Nominating) and Audit membership with “financial expert” designation; perfect attendance; no related-party transactions; robust insider trading/anti-hedging controls; presence of an SEC/NYSE-compliant clawback policy for executive incentive compensation adopted Dec 1, 2023 .
- Potential flags: Controlled company structure with combined Chairman/CEO could concentrate decision-making, though Cato voluntarily maintains independent committees and majority-independent board; director equity grants lack vesting/performance conditions, which may reduce time-based retention incentives relative to RSUs/DSUs used at peers .
- Net effect on investor confidence: Kennedy’s oversight roles (Lead Independent, Governance chair, Audit member) and consistent engagement enhance board effectiveness under a controlled-company framework; absence of conflicts and compliance with independence standards support governance quality .