Theresa Drew
About Theresa J. Drew
Theresa J. Drew, age 67, is an independent director of The Cato Corporation, serving since May 2019. A licensed CPA, she spent a 40-year career at Deloitte, including senior leadership roles across multiple geographies, and is recognized as an audit committee financial expert. She chairs Cato’s Audit Committee and maintains 100% attendance, signaling high engagement and governance rigor .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte LLP | Managing Partner, Carolinas practice | 2011–2019 | Led regional practice across audit clients in retail, manufacturing, hospitality; deep financial reporting oversight |
| Deloitte LLP | Managing Partner, San Diego | 2001–2011 | Regional leadership; audit oversight |
| Deloitte LLP | Partner in Charge, Audit – Phoenix | 1998–2001 | Led audit practice; internal control and reporting expertise |
| Deloitte LLP | Audit Partner (start at Deloitte 1979) | 1979–1998 | Retail/manufacturing/hospitality audit focus; Licensed CPA |
External Roles
| Organization | Role | Tenure/Status | Committees |
|---|---|---|---|
| Sonoco Products Company | Director | Since 2018 | Audit Committee Chair; Financial Policy Committee member |
| Amrize (Holcim Ltd North American spin-off) | Director-designate | Designated to serve | TBD |
| NACD Carolinas Chapter | Chair of the Board | Current | Governance leadership |
Board Governance
- Board/Committee attendance: 100% attendance by all directors and applicable committees in fiscal 2024; Board met 4x, Audit 7x, Compensation 3x, Governance 3x .
- Independence: Cato is a “controlled company,” but Drew and the majority of directors are NYSE-independent; Drew meets heightened Exchange Act audit independence standards and is “financially literate” .
- Roles: Audit Committee Chair; members are Theresa J. Drew (Chair), Thomas B. Henson, Bryan F. Kennedy III .
- Lead Independent Director: Bryan F. Kennedy III; presides over executive sessions and annual Board self-assessment process .
- Executive sessions: Non-management and independent directors meet in executive session regularly; lead independent director presides .
Fixed Compensation
| Item | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $66,000 | Standard non-employee director fee |
| Audit Committee Chair fee | $10,000 | Audit chair premium |
| Meeting fees | $1,500 per meeting | Applies to Board/committee meetings not held with regular Board meetings |
| Cash fees received (FY2024) | $91,500 | Actual cash paid to Drew in FY2024 |
Performance Compensation
| Award Type | Grant Date | Shares Granted | Fair Value (USD) | Vesting/Restrictions |
|---|---|---|---|---|
| Director stock award (Class A) | June 1, 2024 (priced May 31, 2024) | 4,298 | $25,895 | Not subject to vesting; ASC 718 fair value based on NYSE high/low average ($6.11/$5.94) |
- Program design: Compensation Committee targeted $60,000 stock value per director using a 90-day average price methodology (average $6.98), resulting in 4,298 shares; accounting grant-date fair value recognized was $25,895 due to grant-date pricing mechanics .
- Deferred compensation: Directors may defer up to 100% of Board/committee fees into the nonqualified deferred compensation plan; company makes no contributions .
Other Directorships & Interlocks
| Company | Interlock/Overlap | Potential Consideration |
|---|---|---|
| Sonoco Products Company | Drew serves; Cato director Dr. Pamela L. Davies also serves on Sonoco’s board | Dual outside directorship may enhance information flow/networking, but no related-party transactions disclosed at Cato in FY2024 |
Expertise & Qualifications
- Licensed CPA; Audit committee financial expert per SEC rules; financially literate per NYSE .
- Deep audit and internal control oversight experience from Deloitte leadership roles across regions .
- Public company governance experience as Sonoco Audit Chair and NACD Carolinas Board Chair .
Equity Ownership
| Holder | Class A Shares Beneficially Owned | % of Class A Outstanding | Class B Shares | Pledging/Hedging |
|---|---|---|---|---|
| Theresa J. Drew | 22,809 | ~0.126% (22,809 / 18,049,747 Class A shares outstanding) | — | Company policy prohibits hedging, short sales, and derivatives for directors/officers/employees |
Governance Assessment
- Strengths: Independent Audit Chair with CPA credentials; designated audit committee financial expert; perfect attendance; robust insider trading/hedging prohibitions; no related-party transactions disclosed in FY2024; controlled company yet maintains independent committees and majority-independent board composition—supports investor confidence in oversight .
- Compensation alignment: Drew’s FY2024 mix skews cash-heavy (~78% cash, ~$22% stock using $91,500 cash and $25,895 stock), while annual stock grants (no vesting) offer long-run alignment; optional fee deferral increases alignment potential .
- RED FLAGS / Watch items:
- Controlled company status concentrates voting power with CEO/Chair (53.3% voting power), increasing reliance on independent committee rigor; mitigated by independent Audit Chair and Lead Independent Director .
- Dual outside board interlock at Sonoco (Drew and Davies) merits periodic review for potential overlapping relationships, though no Cato related-party transactions were reported in FY2024 .
- Director equity awards are not subject to vesting; while common for small-cap retailers, lack of vesting reduces long-term retention hooks (offset by continued annual grants) .
Overall, Drew’s audit leadership, independence, and attendance point to high board effectiveness. Controlled company governance is a structural consideration for investors; independent oversight mechanisms and absence of related-party exposure support confidence in financial reporting and risk oversight .