David Heath
Citi TrendsAbout David Heath
Independent director at Citi Trends (CTRN) since 2024; age 71; appointed Lead Independent Director on April 2, 2025. He serves on the Compensation Committee and the Nominating & Corporate Governance Committee. Heath brings 40+ years of sports/fitness apparel and footwear experience from Nike, Under Armour, Adidas, and consulting, with P&L responsibility and deep wholesale/retail background .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Heath & Associates LLC | Principal | May 2009–present | Consulting across sports/fitness wholesale and retail; strategic sales/marketing advisory |
| Under Armour | SVP of Sales | 2015–2017 | Led sales for American sportswear company |
| Nike, Inc. | Global VP of Sales & Customer Development; other executive roles | 1990–2009 | Senior sales, marketing, general management with P&L responsibility |
| Adidas USA | Various roles | Not disclosed | Prior industry experience |
| Apex One Inc. | Early-stage involvement (acquired by Converse) | Not disclosed | Startup experience through acquisition by Converse |
External Roles
| Organization | Role | Public Company? | Committees/Notes |
|---|---|---|---|
| Woodbolt Holdings LLC (Nutrabolt) | Director | No (private subsidiary) | Current directorship |
| Hillerich & Bradsby (Louisville Slugger Museum & Factory; Barrels & Billets; Bionic Gloves; Timber Mills) | Director (prior) | No | Prior board service |
| Broder Bros., Co. | Director (prior) | No | Prior board service |
| Other current public company boards | — | 0 | None disclosed |
Board Governance
| Attribute | Status | Notes |
|---|---|---|
| Independence | Independent | Board affirmed independence for Heath under NASDAQ/SEC standards |
| Lead Independent Director (LID) | Yes (since Apr 2, 2025) | LID responsibilities: preside in executive sessions, liaison with Chair, call meetings of independents, stockholder contact, recommend advisors, assist CEO evaluation |
| Committee Memberships (current; pre-Annual Meeting) | Compensation; Nominating & Corporate Governance | Active member; signed Compensation Committee Report (evidence of engagement) |
| Committee Memberships (planned; post-Annual Meeting) | Not listed on Compensation; remains on NCGC per planned table | Planned reconstitution shows CC: Robinson (Chair), Kvitko, Edwards; NCGC: Jenkins (Chair), Kvitko, Robinson |
| Attendance | ≥80% of eligible meetings in 2024 | Board held 12 meetings; all directors ≥80% attendance |
| Executive Sessions | Independent directors meet regularly without management | Governance highlight |
| Board structure | Combined Chair/CEO effective Apr 2, 2025 | LID role implemented to preserve independent oversight |
Fixed Compensation
| Component | Amount (USD) | Period/Date | Details |
|---|---|---|---|
| Cash fees | $35,700 | Fiscal 2024 | Director fees earned in cash |
| Restricted stock grant (grant-date fair value) | $65,248 | Jun 20, 2024 | 3,011 shares; vest on first anniversary |
| Total director compensation | $100,948 | Fiscal 2024 | Sum of cash and stock |
| Standard annual retainer (context) | $71,400 | Fiscal 2024 policy | Non-employee director annual cash retainer (pro-rated if partial year) |
| Lead Independent Director retainer (policy) | $21,250 | Fiscal 2024 policy | Additional cash retainer for LID (Heath became LID in 2025) |
Performance Compensation
| Item | Structure | Metrics | Vesting | Notes |
|---|---|---|---|---|
| Director equity awards | Restricted stock | None for directors | One-year vest for director RS grants | No options granted to directors in FY24; no dividends on unearned awards; plan prohibits repricing |
Other Directorships & Interlocks
| Topic | Disclosure |
|---|---|
| Current public company boards | None (0) |
| Interlocks with CTRN competitors/suppliers/customers | Not disclosed; NCGC reviews affiliations for conflicts; directors may not serve as directors of competitors per Code |
| Cooperation Agreement context | Heath among nominees under Amended & Restated Cooperation Agreement with Fund 1; LID designation part of governance changes |
Expertise & Qualifications
- 40+ years across apparel/footwear/accessories with sales, marketing, and general management P&L experience; consultant to wholesale/retail operators .
- Deep wholesale and retail insight from supplier and operator viewpoints, aligning with CTRN’s value retail focus .
- Independent status and LID role strengthen board oversight under combined Chair/CEO structure .
Equity Ownership
| Item | Shares/Value | Vesting/Date | Notes |
|---|---|---|---|
| Restricted stock not vested | 3,011 shares | Vests on first anniversary of Jun 20, 2024 grant | Grant-date fair value $65,248; standard FY24 director award |
| Ownership guidelines | 3x annual cash retainer for directors | Compliance within 5 years; retain 75% of shares until compliant | Counts unvested time-based RS/RSUs; policy prohibits hedging, short-selling, pledging |
Governance Assessment
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Strengths
- Independent director and LID, with defined oversight mandate including executive sessions and CEO evaluation—mitigates combined Chair/CEO risks .
- Active Compensation Committee participation (report signatory), indicating engagement on pay design and consultant oversight; Korn Ferry engaged with independence assessment .
- Attendance at or above 80% and majority-independent board/committees (AC, CC, NCGC fully independent) support governance quality .
-
Watch items / potential red flags
- Combined Chairman/CEO structure adopted in April 2025 increases reliance on LID effectiveness and committee independence for checks and balances .
- Board composition influenced by Cooperation Agreement with major shareholder; ongoing replacement rights for certain investor-nominated directors may affect continuity; monitor independence and long-term focus .
- No director-specific related-party transactions disclosed; Company reports none beyond the shareholder Cooperation Agreement; continue monitoring per Audit Committee oversight .
-
Alignment & incentives
- Director pay mix balanced (cash + time-based equity), with one-year vesting and robust ownership/retention requirements; anti-hedging/pledging improve alignment .
- Company-wide “say-on-pay” supported by 97–98% votes in recent years, signaling investor confidence in compensation governance (context) .
Overall: Heath’s independence, LID responsibilities, retail/supply-side domain expertise, and Compensation/NCGC participation support board effectiveness; structural risks from combined Chair/CEO and investor agreement are mitigated by LID powers, independent committees, and established policies and guidelines .