Gordon Smith
About Gordon Smith
Gordon Smith, age 69 as of March 31, 2025, is Executive Vice President, Chief Real Estate and Store Development Officer at The Cato Corporation. He has been with Cato since 1989 and in his current EVP role since July 2011, leading site selection, lease renewals, and store development through multiple retail cycles . Cato’s recent performance context: revenues declined from $761.4M (FY 2022) to $642.1M (FY 2025), while EBITDA turned negative in FY 2024–FY 2025, underscoring a challenging backdrop for incentive attainment . Pay-versus-performance disclosures show cumulative TSR pressure in 2023 (value of $100 investment: $60.69) alongside a net loss, reinforcing why annual bonuses were not earned in 2023–2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Cato Corporation | Executive Vice President, Chief Real Estate & Store Development Officer | Jul 2011–present | Oversees store network growth/optimization, real estate strategy, and development . |
| The Cato Corporation | Senior Vice President, Real Estate | Feb 2008–Jul 2011 | Led real estate function during post-crisis retail recovery . |
| The Cato Corporation | Assistant Vice President, Corporate Real Estate | Oct 1989–Feb 2008 | Built and managed corporate real estate portfolio . |
External Roles
- No public company directorships or external roles are disclosed for Smith in Cato’s executive officer profiles or proxy statements reviewed .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 385,148 | 400,858 | 412,594 |
| Target/Max Cash Bonus Opportunity (% of Salary) | 75% (via grant table alignment) | 75% (via grant table alignment) | 75% (via grant table alignment) |
| Actual Cash Bonus Paid ($) | 0 (threshold not met) | 0 (threshold not met) | 0 (threshold not met) |
| Stock Awards ($ grant-date fair value) | 151,002 | 119,230 | 69,049 |
| All Other Compensation ($) | 39,397 | 39,148 | 29,335 |
| Total Compensation ($) | 575,547 | 559,236 | 510,978 |
All Other Compensation – components for Smith:
- 2022: 401(k) match $4,786; imputed life insurance $2,705; restricted stock dividends $31,906; total $39,397 .
- 2023: 401(k) match $2,830; imputed life insurance $2,705; restricted stock dividends $33,613; total $39,148 .
- 2024: imputed life insurance $2,845; restricted stock dividends $26,490; total $29,335 .
Performance Compensation
Annual cash incentive framework (NEOs):
- Metric: consolidated pre-tax, pre-bonus income; must be profitable to pay; payouts also reflect individual performance .
- Payout range: CEO capped at 150% of base salary; other NEOs capped at 60%–75% of base salary; payouts cannot exceed max .
| Fiscal Year | Company Metric | Threshold | Target | Maximum | Outcome |
|---|---|---|---|---|---|
| 2023 | Pre-tax, pre-bonus income | Positive net income incl. bonus (20% payout) | $11.2M (50% payout) | $27.9M (100% payout) | No bonus paid; threshold not met |
| 2024 | Pre-tax, pre-bonus income | Positive net income incl. bonus (20% payout) | $14.2M (20% payout) | $24.6M (100% payout) | No bonus paid; threshold not met |
Individual grant calibration for Smith (reflects max 75% of salary):
- 2022: Threshold $56,295; Target/Max $291,324 .
- 2023: Threshold $60,750; Target/Max $303,750 .
- 2024: Threshold $62,269; Target/Max $311,344 .
Long‑term equity (RSUs, time‑based; no performance-conditioned equity):
- Structure: Class A restricted stock; five-year vesting with 33%, 33%, 34% on the 3rd, 4th, and 5th anniversaries; forfeiture if not vested at termination; up to 45% of shares may be sold to cover taxes on vesting .
- Ownership gate: cannot sell vested shares unless meeting stock ownership guideline (see next section) .
| Grant Date | Shares Granted (#) | Grant-Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|
| 5/1/2022 | 11,006 | 151,002 | 33% in 2025, 33% in 2026, 34% in 2027 |
| 5/1/2023 | 14,365 | 119,230 | 33% in 2026, 33% in 2027, 34% in 2028 |
| 5/1/2024 | 14,506 | 69,049 | 33% in 2027, 33% in 2028, 34% in 2029 |
Vesting activity:
- Shares acquired on vesting: 9,802 (2022 vesting event) ; 11,418 (2023 vesting event) ; 11,847 (2024 vesting event) .
Equity Ownership & Alignment
Ownership guideline and trading policy:
- NEOs (non-CEO) must maintain stock ownership equal to at least 300% of base salary; cannot sell vested shares unless compliant; up to 45% of vesting shares may be sold to pay taxes .
- Hedging, short sales, and options trading in Cato securities are prohibited for directors, officers, and associates .
| Item | Detail |
|---|---|
| Beneficial ownership (3/24/2025) | 145,852 Class A shares; <1% of class . |
| Unvested RSUs at FYE 2023 | 50,168 shares ($345,156 at $6.88 close) . |
| Unvested RSUs at FYE 2024 | 52,827 shares ($176,970 at $3.35 close) . |
| Options | No option awards outstanding listed for Smith; equity tables reflect only restricted stock . |
Note: The CEO controls 100% of Class B shares and 53.3% of total voting power, a governance factor for equity holders’ alignment and oversight .
Employment Terms
| Term | Disclosure |
|---|---|
| Employment start date | 1989 . |
| Current role start | July 2011 (EVP, Chief Real Estate & Store Development) . |
| Employment agreement | NEOs do not have employment or change-of-control agreements . |
| Change‑in‑control (CIC) equity | Unvested restricted stock vests upon CIC, subject to exceptions if materially affiliated with the acquirer; example (as of 1/28/2023): Smith would have vested 47,221 shares (value $477,877 at $10.12) . |
| Severance multiples | Not disclosed in proxies reviewed. |
| Clawback/gross‑ups | Not disclosed in proxies reviewed. |
| Deferred compensation | Plan exists (company makes no contributions); Smith reported no deferrals in 2022–2024 . |
| Perquisites | 401(k) match (varies by year), imputed life insurance, dividends on unvested restricted stock . |
Company Performance Context (for pay-for-performance)
| Metric | FY 2022 | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|---|
| Revenues ($) | 761,358,000 | 752,370,000 | 700,318,000 | 642,140,000 |
| EBITDA ($) | 49,252,000* | 5,335,000* | -10,296,000* | -18,864,000* |
Values retrieved from S&P Global.
- EBITDA values marked with an asterisk are from S&P Global via GetFinancials and do not carry document citations.
Pay vs. Performance summary (company-wide):
- Value of initial $100 investment (TSR): 2021 $127.81; 2022 $81.82; 2023 $60.69 .
- Net income (loss): 2021 $36,844k; 2022 $29k; 2023 $(23,941)k .
- Pre‑tax, pre‑bonus income (for incentive design reference): 2021 $80,312k; 2022 $3,251k; 2023 $(12,351)k .
Compensation Structure Analysis
- Mix tilt toward fixed pay: For 2024, base salary represented 81% of other NEO total compensation, reflecting low variable pay given zero bonus outcomes and smaller LTI grant values year-over-year .
- Time-based RSUs (no performance-conditioned equity): LTI is strictly time-based with vesting starting in year three, improving retention but weakening performance linkage vs. PSUs .
- Bonus design tied to a single profit metric: Annual cash incentive is driven by consolidated pre-tax, pre-bonus income; 2023 and 2024 did not meet threshold profitability, resulting in 0% payout .
- Responsiveness to performance/dilution: 2023 LTI grants were set at 75% of target due to financial performance and dilution concerns, indicating committee sensitivity to shareholder impact .
Compensation Peer Group (benchmarking context)
- Peer set used in 2022 included Boot Barn, Buckle, Chico’s, Citi Trends, Children’s Place, Destination XL, Express, Genesco, Hibbett, J.Jill, Shoe Carnival, Tilly’s, Zumiez .
Investment Implications
- Alignment and retention: Smith’s long tenure (since 1989; EVP since 2011) and sizable unvested RSUs (52,827 at FYE 2024) encourage retention; however, RSUs accelerate on CIC, potentially reducing “golden handcuffs” in a sale scenario .
- Selling pressure around vesting: Annual May 1 vesting cadence plus policy allowing sale of up to 45% of vested shares for taxes suggests periodic Form 4 activity around vest dates, though ownership guidelines (300% of salary) limit discretionary selling beyond tax needs .
- Pay-for-performance risk: With bonuses contingent on a single profitability metric and time-based LTI, compensation may lag performance turnarounds but also affords retention in down cycles; two consecutive zero-bonus years (2023–2024) align with negative earnings trends .
- Governance overlay: CEO’s super-voting control (53.3% voting power through Class B) concentrates decision-making; for Smith’s remit (real estate/store development), strategic pivots likely reflect top-down governance priorities .
- Monitor catalysts: Watch pre-tax, pre-bonus income trajectory vs. set targets, spring vesting events, and any changes to LTI design (e.g., introduction of performance-based equity) that could strengthen pay-performance alignment .