Cara Sabin
Citi TrendsAbout Cara Sabin
CTRN’s 2025 proxy lists “Cara Robinson,” age 55, as an independent director since 2021; the biography matches Cara Sabin’s background (former CEO, Beauty & Wellbeing, Unilever North America; former CEO, Sundial Brands), and she serves as Chair of the Compensation Committee and member of the Nominating & Corporate Governance Committee . She holds a B.A. from the University of Virginia and an MBA from Duke University’s Fuqua School of Business . The board affirmatively determined she is independent under NASDAQ/SEC standards . Attendance met at least 80% of eligible meetings in 2024, and all directors attended the 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Unilever North America | CEO, Beauty & Wellbeing | — | Led beauty portfolio; senior general management scope |
| Sundial Brands (SheaMoisture) | CEO | — | Brand/innovation leadership in multicultural beauty |
| L’Oréal; Estée Lauder; Johnson & Johnson; Capital One | Various marketing/management roles | — | Strategy, marketing, digital, innovation experience |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Duke University – Fuqua School of Business | Board of Visitors | — |
| Alvin Ailey Dance Theater | Board of Trustees | — |
| Other current public company boards | None | Per CTRN proxy director slate (0) |
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, Nominating & Corporate Governance Committee (planned to continue post-2025 annual meeting) .
- Independence: Board determined “Yes” (independent director) .
- Attendance and engagement: Each director ≥80% attendance in 2024; Board held 12 meetings; Compensation Committee met 9 times in 2024; all directors attended the 2024 annual meeting .
- Compensation Committee scope: CEO and executive pay oversight, plan administration, succession planning, human capital/D&I oversight; engaged Korn Ferry as independent advisor in 2024 .
- Governance practices: Majority voting in uncontested elections; independent executive sessions; anti-hedging/shorting/pledging policies; stock ownership guidelines for directors .
- Risk oversight: Committees delineated (Audit: reporting/cyber/related-party; Compensation: comp risk & succession; NCGC: governance/board composition; Finance: capital structure) .
Fixed Compensation (Director – Fiscal 2024)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $71,400 | Payable quarterly, prorated for partial year |
| Committee chair fee – Compensation Committee (Chair) | $6,800 | Annual retainer for chair role |
| Fees earned in cash (actual) | $73,750 | Actual cash reported for 2024 |
Performance Compensation (Director Equity – Fiscal 2024)
| Grant Type | Grant Date | Shares | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| Restricted Stock (time-based) | June 20, 2024 | 3,011 | $65,248 | 100% on 1-year anniversary of grant |
- Director equity is time-based restricted stock; no performance metrics tied to director awards are disclosed .
- Stock ownership guidelines for directors: 3x annual cash retainer; 5-year compliance window; retain 75% of shares acquired until compliant .
- Anti-hedging/pledging: Company policy prohibits directors from hedging or pledging company stock .
Other Directorships & Interlocks
| Item | Status |
|---|---|
| Current other public company boards | 0 (per director slate) |
| Compensation Committee interlocks | None disclosed for current members; no relationships requiring Item 404 disclosure |
| Related-party/Conflicts | Audit Committee must review/approve related-party transactions; none involving directors disclosed; separate 2024 cooperation agreement with a shareholder (Fund 1) disclosed and reimbursed expenses $150,000 |
Expertise & Qualifications
- General management, strategy, marketing, digital and innovation leadership; former CEO roles at Unilever NA Beauty & Wellbeing and Sundial Brands .
- Education: B.A. University of Virginia; MBA Duke University (Fuqua) .
- Board-level qualification: Brings operating, brand-building, and consumer expertise aligned with CTRN’s retail model .
Equity Ownership
| Measure | Value | As Of | Notes |
|---|---|---|---|
| Total beneficial ownership (shares) | 10,675 | April 7, 2025 | From beneficial ownership table |
| Ownership as % outstanding | <1% | April 7, 2025 | “* denotes less than 1%”; 8,292,436 shares outstanding |
| Unvested restricted stock | 3,011 | Feb 1, 2025 | RS unvested as of FY year-end |
| Stock options | None | Feb 1, 2025 | No director options outstanding |
| Pledged shares | Not disclosed; policy prohibits | — | Anti-pledging policy for directors |
| Ownership guidelines | 3x annual cash retainer; 5 years to comply; 75% retention until compliant | Effective June 10, 2022 | Applies to directors |
Governance Assessment
-
Positives
- Independent director; Chair of Compensation Committee; member of NCGC—positions central to pay governance, succession, and board refreshment .
- Active engagement: Compensation Committee held 9 meetings; board met 12 times; ≥80% attendance; attended 2024 annual meeting .
- Strong shareholder alignment mechanisms: Majority voting; director stock ownership guidelines; anti-hedging/pledging; independent director executive sessions .
- Say-on-Pay support very high (approx. 97% in 2024; 96% in 2023; 98% in 2022), signaling investor confidence in pay practices overseen by the committee .
- No compensation committee interlocks; use of independent advisor (Korn Ferry) .
-
Watch items
- Absolute ownership is modest (<1%), typical for outside directors but worth monitoring against 3x retainer guideline and 5-year compliance window (effective June 10, 2022) .
- Activism context: 2024 cooperation agreement with a major shareholder (Fund 1) drove board changes; not a related-party transaction for the director, but indicates an active governance environment requiring continued committee vigilance .
CTRN’s proxy refers to the director as “Cara Robinson”; the biography (Unilever North America Beauty & Wellbeing CEO; Sundial Brands CEO) matches Cara Sabin’s professional background .