Pamela Davies
About Pamela L. Davies
Pamela L. Davies, 68, has served as an independent director of The Cato Corporation since April 2018. She is President Emerita and Professor of Strategy at Queens University of Charlotte, where she was President (2002–2019) and previously Dean of the McColl School of Business (2000–2002) . The Board has formally determined she is independent under NYSE standards; her current term expires in 2026 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Queens University of Charlotte | President | 2002–2019 | Institutional leadership; strategy oversight |
| Queens University of Charlotte (McColl School of Business) | Dean | 2000–2002 | Business school leadership |
| Charming Shoppes | Director | 1998–2009 | Public company retail board experience |
| C&D Technologies, Inc. | Director | 1998–2010 | Public company board experience |
| Family Dollar Stores, Inc. | Director | 2009–2015 | Retail board experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sonoco Products Company | Director | Current | Not disclosed in CATO proxy |
| Advocate Health (formerly Atrium Health) | Director | Current | Not disclosed in CATO proxy |
| YMCA of the USA | Director | Current | Not disclosed in CATO proxy |
| Center for Creative Leadership | Director | Current | Not disclosed in CATO proxy |
| Duke & Princeton Theological Seminary Endowment | Trustee | Current | Not disclosed in CATO proxy |
Board Governance
- Committee memberships (FY 2024): Compensation Committee member; Corporate Governance & Nominating Committee member. Neither committee is chaired by Davies .
- Independence: Board determined Davies (and a majority of directors) are independent under NYSE standards; Cato is a “controlled company” with >50% combined voting power held by the CEO/Chairman, yet maintains independent compensation and nominating committees .
- Attendance and engagement: Board held 4 meetings; Audit 7; Compensation 3; Corporate Governance & Nominating 3. All directors attended 100% of scheduled Board and applicable Committee meetings and the 2024 Annual Meeting .
- Compensation Committee interlocks: None; no member served as an officer of Cato, and no executive officer of Cato served on the compensation committee or board of any company employing any Compensation Committee member .
- Executive sessions: Non-management directors meet regularly without management; at least annually, independent directors meet separately. Lead Independent Director presides .
Fixed Compensation
| Component | Structure | FY 2024 Details |
|---|---|---|
| Annual cash retainer | $66,000 per year (non-employee directors) | Policy-level disclosure |
| Meeting fees | $1,500 per Board meeting and per Committee meeting scheduled other than in conjunction with a regular Board meeting | Policy-level disclosure |
| Chair fees | $5,000 for Compensation and Corporate Governance & Nominating Chairs; $10,000 for Audit Chair | Policy-level disclosure |
| Expense reimbursement | Reasonable expenses reimbursed | Policy-level disclosure |
| Pamela L. Davies – Director Compensation (USD) | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Fees Earned or Paid in Cash | $73,000 | $73,000 | $75,000 | $75,000 |
| Stock Awards (FASB ASC 718 fair value) | $72,904 | $45,114 | $35,637 | $25,895 |
| Total | $145,904 | $118,114 | $110,637 | $100,895 |
Performance Compensation
| Equity Award Detail | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Grant type | Stock grant (Class A) | Stock grant (Class A) | Stock grant (Class A) | Stock grant (Class A) |
| Grant date | June 1, 2021 | June 1, 2022 | June 1, 2023 | June 1, 2024 |
| Shares granted | 4,585 | 3,519 | 4,438 | 4,298 |
| Valuation basis (ASC 718) | High/low avg: $16.43/$15.37 | High/low avg: $13.08/$12.56 | High/low avg: $8.15/$7.91 | High/low avg: $6.11/$5.94 |
| Vesting | Not subject to vesting or restrictions | Not subject to vesting or restrictions | Not subject to vesting or restrictions | Not subject to vesting or restrictions |
| Options/PSUs/RSUs | Company “does not grant stock options and has not done so for several years” (directors receive stock grants) | |||
| Share calculation methodology | Rolling 90-day average price to determine shares; grants effective June 1 annually |
Observation: For FY 2024, the Compensation Committee “approved stock awards valued at $60,000,” determined by a rolling 90‑day average price of $6.98 resulting in 4,298 shares, while reported ASC 718 grant-date fair value was $25,895 using the grant-date high/low average methodology .
Other Directorships & Interlocks
- Current public/non-profit boards: Sonoco Products Company; Advocate Health; YMCA of the USA; Center for Creative Leadership; trustee of Duke & Princeton Theological Seminary Endowment .
- Interlocks/conflicts: No Compensation Committee interlocks; Board independence determination includes review of business/charitable affiliations and transactions; no specific related-party transactions involving Davies disclosed in FY 2022–FY 2023 proxies; FY 2024 proxy outlines process and oversight but provides no Davies-specific transaction disclosure in the cited sections .
Expertise & Qualifications
- Business education and strategy expertise; former university president and dean; extensive public company board experience including retailers (Family Dollar, Charming Shoppes) .
- Board selected for breadth of experience, independent judgment, and retail knowledge; Davies qualified based on business education background and public company board service .
Equity Ownership
| Holder | Class A Shares Beneficially Owned | % of Class A | Class B Shares | % of Class B | Notes |
|---|---|---|---|---|---|
| Pamela L. Davies | 26,438 | <1% | — | — | Beneficial ownership as of Mar 24, 2025 |
- Director stock grants (FY 2024) were fully unrestricted at grant; no pledging disclosures specific to Davies in cited sections .
Governance Assessment
- Strengths:
- Independent director with 100% attendance at Board and applicable committee meetings; attended the Annual Meeting, indicating high engagement .
- Serves on key governance committees (Compensation; Corporate Governance & Nominating), supporting oversight of pay, nominations, and governance policies .
- No Compensation Committee interlocks; independence affirmed by Board under NYSE tests .
- Director equity grants are transparent with fixed share determination methodology; the company has not used stock options for several years, reducing repricing risk .
- Considerations for investor confidence:
- Cato’s “controlled company” status and combined Chairman/CEO structure increase reliance on strong independent directors; Lead Independent Director and executive sessions are positives, but equity grants to directors are unrestricted and not performance-based, offering limited direct pay-for-performance linkage for directors .
- The FY 2024 stated “approved stock awards valued at $60,000” versus ASC 718 fair value reported at $25,895 highlights methodology differences (rolling average for share count vs. grant-date accounting valuation); investors may monitor consistency and rationale in future director equity decisions .
RED FLAGS noted/monitored: None disclosed regarding related-party transactions involving Davies; no hedging/pledging specifics are detailed in the cited sections; continued attention warranted due to controlled company dynamics and non-performance-linked director equity .