Thomas Henson
About Thomas B. Henson
Independent director since May 2011 (age 70). Licensed attorney; founder and CEO of American Spirit Media, LLC (owns network‑affiliated TV stations). Prior legal career at Robinson, Bradshaw & Hinson (1980–1999). Designated audit committee financial expert by Cato’s Board. Independent under NYSE standards; attended 100% of Board and applicable committee meetings in fiscal 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Robinson, Bradshaw & Hinson | Attorney | 1980–1999 | Legal expertise applicable to retail governance |
| Portrait Innovations | Director | 2002–2017 | Board oversight experience in consumer‑facing business |
| Park Sterling Bank | Director | 2006–2017 | Financial services board experience; supports audit oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| American Spirit Media, LLC (private) | Founder & CEO | Not disclosed | Media operations; potential exposure to broadcasting/regulatory issues |
Board Governance
- Committees: Audit Committee member; Corporate Governance & Nominating Committee member. Audit Committee: Theresa J. Drew (Chair), Thomas B. Henson, Bryan F. Kennedy III; Corporate Governance & Nominating: Bryan F. Kennedy III (Chair), Thomas B. Henson, Bailey W. Patrick, D. Harding Stowe, Dr. Pamela L. Davies .
- Expertise: Board designated Henson as an audit committee financial expert; all Audit Committee members financially literate; no member serves on more than one other public company audit committee .
- Independence & attendance: Board deems Henson independent; all directors achieved 100% attendance (Board and committees) in fiscal 2024 .
- Leadership/structure: Cato is a “controlled company” (John P. D. Cato holds >50% voting power), but Board and committees meet independence standards; combined Chair/CEO structure with Lead Independent Director Bryan F. Kennedy III and regular executive sessions of non‑management and independent directors .
Fixed Compensation
| Component | Detail | FY 2024 Amount |
|---|---|---|
| Annual cash retainer | Non‑employee director retainer | $66,000 |
| Meeting fees | $1,500 per Board meeting and per committee meeting scheduled outside regular Board meetings | Policy disclosed |
| Committee chair fees | Audit Chair: $10,000; Compensation Chair: $5,000; Corporate Governance & Nominating Chair: $5,000 | Policy disclosed (Henson not a chair) |
| Cash fees earned (Henson) | Aggregate cash in FY 2024 | $82,500 |
Performance Compensation
| Equity Grant Type | Grant Date | Shares | Grant‑date FMV | Vesting | Notes |
|---|---|---|---|---|---|
| Director stock grant (Class A) | June 1, 2024 | 4,298 | $25,895 (avg of $6.11 high and $5.94 low on May 31, 2024) | None (not subject to vesting; unrestricted) | Share count set by 90‑day average price of $6.98; committee approved stock awards “valued at $60,000” methodology; grants intended annually each June 1 |
- Performance metrics: Not applicable for directors; equity grants are not tied to financial/ESG performance and are not subject to vesting or performance conditions .
Other Directorships & Interlocks
| Company | Current/Prior | Committee Roles |
|---|---|---|
| Portrait Innovations | Prior (Director 2002–2017) | Not disclosed |
| Park Sterling Bank | Prior (Director 2006–2017) | Not disclosed |
- Audit committee service limits: Board confirms no audit committee member (including Henson) simultaneously serves on more than one other public company’s audit committee .
Expertise & Qualifications
- Legal and media operations expertise; investor in private real estate, hospitality, leisure businesses .
- Audit Committee financial expert designation (SEC meaning) and NYSE financial literacy .
Equity Ownership
| Holder | Class A Shares | % of Class | Class B Shares | % of Class | Notes |
|---|---|---|---|---|---|
| Thomas B. Henson | 41,094 | <1% | — | — | Beneficial ownership as of March 24, 2025 |
- Shares outstanding/voting: 18,049,747 Class A (1 vote/share) and 1,763,652 Class B (10 votes/share) as of record date; John P. D. Cato controls >50% combined voting power, qualifying Cato as a “controlled company” .
- Hedging/short‑term trading: Insider Trading Policy prohibits directors from short sales, puts/calls, and hedging transactions (derivatives designed to minimize risk); pledging not specifically referenced; no pledging disclosures for Henson in proxy .
- Section 16 filing compliance: Company reports all directors/officers met Section 16(a) filing requirements in fiscal 2024 .
Governance Assessment
- Strengths:
- Independent director with audit committee financial expert status; sits on Audit and Corporate Governance & Nominating committees .
- 100% meeting attendance; strong engagement signal .
- Modest personal ownership aligns interests; annual equity grants provide ongoing alignment; no related‑party transactions disclosed in fiscal 2024 .
- Board maintains Lead Independent Director and regular executive sessions despite controlled company status .
- Watch‑outs:
- Controlled company with combined Chair/CEO; majority voting power concentrated with CEO (Class B), which may limit minority shareholder influence despite committee independence .
- Director equity grants are unrestricted and not performance‑based; lacks direct pay‑for‑performance linkage for directors .
Supplemental Signals (Shareholder Votes)
- Say‑on‑pay: Committee reviewed fiscal 2023 advisory say‑on‑pay results; next advisory vote planned for 2026 Annual Meeting .
- Historical vote example (2020 Annual Meeting): Henson re‑elected with 35,297,345 For / 344,195 Abstain / 1,142,743 broker non‑votes; say‑on‑pay approved with 25,204,532 For / 10,250,014 Against / 186,994 Abstain .
No related‑party transactions involving directors were reportable for fiscal 2024 **[18255_0001206774-25-000213_cato4401631-def14a.htm:35]**. Company policy prohibits director hedging/short sales; all directors met Section 16 filing requirements **[18255_0001206774-25-000213_cato4401631-def14a.htm:16]** **[18255_0001206774-25-000213_cato4401631-def14a.htm:35]**.