Harding Stowe
About D. Harding Stowe
Independent director of The Cato Corporation since February 2005; age 69. Former President & CEO of R.L. Stowe Mills, Inc. (1994–2009) and currently Chairman & CEO of New South Pizza (Brixx Wood Fired Pizza). Serves on multiple civic foundations. Designated independent by the Board; chairs the Compensation Committee and serves on the Corporate Governance & Nominating Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| R.L. Stowe Mills, Inc. | President & Chief Executive Officer | 1994–2009 | Senior leadership experience in operations and management |
| New South Pizza (Brixx Wood Fired Pizza) | Chairman & Chief Executive Officer | 1997–Present | Multi-unit consumer sector leadership; private company governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Stowe Foundation, Inc. | Secretary & Treasurer | Not disclosed | Non-profit fiduciary role |
| Daniel J. Stowe Botanical Garden | President | Not disclosed | Civic leadership |
| Seven Oaks Farm Foundation | Vice President | Not disclosed | Foundation oversight |
Board Governance
- Committees: Compensation (Chair); Corporate Governance & Nominating (Member). Audit Committee membership not listed for Stowe .
- Independence: Board classifies Stowe as independent; Cato is a “controlled company” (John P.D. Cato holds >50% voting power) but board and committees meet NYSE independence standards .
- Attendance and engagement: Board met 4 times; Audit 7, Compensation 3, Corporate Governance & Nominating 3. All directors attended 100% of Board and applicable committee meetings and the 2024 Annual Meeting .
- Lead Independent Director: Bryan F. Kennedy, III; independent directors hold executive sessions .
| Committee | Role | Meetings (FY2024) | Notes |
|---|---|---|---|
| Compensation | Chair | 3 | Oversees CEO and senior exec pay, equity grants, director pay |
| Corporate Governance & Nominating | Member | 3 | Oversees nominations, governance codes, evaluations |
Fixed Compensation
| Component | Amount ($) | Period/Date | Notes |
|---|---|---|---|
| Fees Earned (Cash) | 81,000 | FY2024 | Includes base director fee and applicable chair/meeting fees |
| Equity Grant (Shares) | 4,298 | Granted June 1, 2024 | Fully vested, no restrictions |
| Equity Grant (Fair Value) | 25,895 | Valued at May 31, 2024 | Average of daily high ($6.11) and low ($5.94) |
| Total Director Compensation | 106,895 | FY2024 | Cash + equity |
Director fee structure (policy):
- Base cash retainer $66,000/year; $1,500 per Board/committee meeting scheduled outside regular Board cycle; Committee Chairs: +$5,000 (Comp, CG&N), Audit Chair: +$10,000 .
- Annual director stock grants determined using a 90-day average price; 2024 grant computed at $6.98 to deliver 4,298 shares; Committee “approved stock awards valued at $60,000” (methodology note) though grant-date FMV recognized was $25,895 per director .
Performance Compensation
Executive incentive metrics overseen by the Compensation Committee (context for Stowe’s chair role):
| Metric | Threshold/Target/Max | FY2024 Values | Outcome |
|---|---|---|---|
| Pre-tax, pre-bonus income target (20% payout) | $14.2 million | Company did not achieve threshold for positive net income including bonus | No annual bonuses paid to NEOs |
| Pre-tax, pre-bonus income maximum (100% payout cap) | $24.6 million | Not achieved | Payout capped at 100% if achieved (peer practice restraint) |
| Bonus pool mechanics | 50% of excess above target added; 60% of shortfall subtracted | Applied annually | Aligns incentives and funds ESOP/profit sharing |
LTI oversight signals:
- 2024: Restricted stock awards with five-year vesting, cliff beginning year 3 (for executives; not directors) .
- 2025: No LTI awards granted due to consecutive pre-tax losses and stock price impact—committee prioritized dilution control and shareholder alignment .
- Clawback policy effective Dec 1, 2023 for incentive-based comp tied to financial reporting (including TSR), three-year lookback; mandatory recovery subject to narrow exceptions .
Other Directorships & Interlocks
| Company | Role | Public? | Interlocks/Notes |
|---|---|---|---|
| None disclosed | — | — | No public company boards or disclosed interlocks for Stowe |
Compensation committee interlocks: None; no member served as an officer/employee of Cato, and no reciprocal service with other companies’ comp committees since the beginning of last fiscal year .
Expertise & Qualifications
- Senior executive leadership in manufacturing (textiles) and multi-unit consumer services (restaurants) .
- Board and civic foundation governance experience; brings operational, leadership, and private enterprise perspectives .
Equity Ownership
| Holder | Class A Shares Beneficially Owned | % of Class | Class B Shares | % of Class | Voting Power Note |
|---|---|---|---|---|---|
| D. Harding Stowe | 50,440 | <1% | — | — | Less than 1% of voting power |
Section 16 compliance: Company reports that all directors and officers met Section 16(a) filing requirements for FY2024 .
Insider trading/hedging policy: Prohibits short sales, options, and hedging/derivatives designed to offset equity exposure; applies to directors .
Governance Assessment
- Positives: Independent director; chairs Compensation Committee with use of independent consultant (Aon Hewitt) and peer benchmarking; demonstrated restraint by not granting 2025 LTI amid losses; strong attendance; formal clawback; hedging prohibited; no related-party transactions disclosed .
- Structural risk: Controlled company with combined Chair/CEO role (John P.D. Cato). Mitigants include Lead Independent Director, independent committees, executive sessions .
- Alignment: Director equity grants are immediate and not subject to vesting, providing ownership but less long-term lockup; Stowe’s personal holdings are modest (<1%), reducing potential over-alignment but also limiting “skin-in-the-game” optics .
- Compensation oversight signals: Annual cash incentives tied to pre-tax, pre-bonus income with payout caps; ESOP/profit-sharing participates in upside beyond max bonus—shareholder-friendly structure; no discretionary bonuses despite missing targets .
RED FLAGS: Controlled company status and combined Chair/CEO require continued robust independent oversight; director equity grants lack vesting, which may reduce long-term retention incentives relative to time-based director equity norms .