Heather Plutino
Citi TrendsAbout Heather Plutino
Executive Vice President and Chief Financial Officer of Citi Trends (CTRN) since June 27, 2022; age 53. Prior roles include SVP of FP&A and Commercial Finance at Bed Bath & Beyond; Group VP Finance & Treasurer at Sally Beauty; Vice President & Treasurer at Ascena; finance and treasury roles at Charming Shoppes; and Target (1999–2007). Education: MBA (Washington University) and BBA in Finance (James Madison University) . Company performance indicators around her tenure: TSR value of $100 investment was 135.73 (2022), 116.11 (2023), and 111.67 (2024) vs Specialty Retailers peer TSR of 135.59, 159.02, and 235.34, respectively; Net Income was $58.9M (2022), $(12.0)M (2023), and $(43.2)M (2024); Company-selected measure (Adjusted EBITDA ex. B&E) was $35.6M (2022), $5.6M (2023), and $(11.3)M (2024) .
Past Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Bed Bath & Beyond | SVP, FP&A and Commercial Finance | 2020–2022 | Senior finance leadership |
| Sally Beauty Holdings | Group VP Finance & Treasurer | 2018–2020 | Corporate finance and treasury |
| Ascena Retail Group | Vice President & Treasurer | 2013–2018 | Corporate treasury leadership |
| Charming Shoppes | Finance and treasury roles | 2007–2013 | Finance/treasury |
| Target Corporation | Various finance roles | 1999–2007 | Finance |
External Roles
No public company directorships disclosed in CTRN’s 2024–2025 proxy executive officer biographies .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary (SCT) | $228,366 | $475,000 | $505,829 |
| Base Salary Rate (Committee table) | $475,000 (FY22 rate) | $475,000 (0% change) | $488,063 (+2.8%) |
| Target Bonus % of Salary | 65% (on hire) | 65% (FY 2023 plan) | 35% (FY 2024 plan) |
| Actual Cash Bonus (SCT “Bonus”) | $75,000 (relocation/sign-on) | $0 | $16,250 |
| Non-Equity Incentive Payout | $0 | $0 | $0 (below thresholds) |
| All Other Compensation | $382 | $9,203 | $13,297 |
| Total Compensation (SCT) | $612,520 | $792,965 | $779,406 |
Performance Compensation
Annual Cash Incentive (FY 2024 design and results)
| Metric | Weight | Target | Actual | Payout |
|---|---|---|---|---|
| Sales | 45% | $775.0M | $753.1M | 0% (below threshold) |
| Adjusted EBITDA (ex. incentive comp) | 55% | $19.4M | $(11.3)M | 0% (below threshold) |
| Total | 100% | — | — | No annual cash incentives earned |
Target bonus opportunity (plan-based awards table): threshold $85,411; target $170,822; max $341,644 for FY 2024 .
Long-Term Incentives and Performance Shares
- Grant policy: CFO equity award grant-date value set at 50% of base pay in FY 2024; mix of time-based restricted stock (3-year ratable vesting) and PSUs .
- PSU metrics and goals:
- FY 2024 grants (performance period FY 2024–FY 2026): metric is cumulative Adjusted EBITDA ex. B&E; 0% below $79.1M; 100% at $98.8M; 200% at $118.6M; matrix allows partial payouts between thresholds .
- FY 2023 grants (performance in FY 2025): 0% below $36.0M; 100% at $45.0M; 200% at $54.0M; sliding scale .
FY 2024 Grants (Plan-Based Awards)
| Grant Date | Award Type | Threshold | Target | Max | Grant-Date Fair Value |
|---|---|---|---|---|---|
| 5/17/2024 | Performance RSUs (PSUs) | 3,009 units | 6,018 units | 12,036 units | $146,418 |
| 5/17/2024 | Time-based Restricted Stock | — | 4,012 shares | — | $97,612 |
Vesting Schedules (CFO outstanding awards at FY-end)
| Award | Grant Date | Type | Units Outstanding | Vesting Start | Vesting Cadence |
|---|---|---|---|---|---|
| FY 2024 annual | 5/17/2024 | Time-based RS | 4,012 | 5/17/2025 | 3 equal annual installments |
| FY 2024 PSU | 5/17/2024 | PSU (target) | 6,018 | — | Vests per multi-year performance (FY 2024–FY 2026) |
| FY 2023 annual | 5/5/2023 | Time-based RS | 6,337 | 5/5/2024 | 3 equal annual installments |
| FY 2023 PSU | 6/9/2023 | PSU (target) | 9,601 | — | Vests based on FY 2025 Adjusted EBITDA ex. B&E |
| FY 2022 new hire | 6/27/2022 | Time-based RS | 2,129 | 6/27/2023 | 3 equal annual installments |
Equity Ownership & Alignment
Beneficial Ownership
| Holder | Shares Beneficially Owned | % of Class |
|---|---|---|
| Heather Plutino | 21,316 | <1% (approx. 0.26% based on 8,292,436 shares outstanding as of 4/7/2025) |
- Stock ownership guidelines: CFO must own stock equal to 2x base salary within 5 years of June 10, 2022; unvested time-based RS/RSUs count; must retain 75% of shares until compliant . Anti-hedging and anti-pledging policy prohibits derivatives, short sales, and pledging by officers .
- Stock vested in FY 2024: 5,298 shares; value realized $116,298 .
Outstanding Equity Awards at FY 2024 Year-End (Market value at $25.90 on 1/31/2025)
| Type | Units | Market Value |
|---|---|---|
| Time-based RS (2024 grant) | 4,012 | $103,911 |
| Time-based RS (2023 grant) | 6,337 | $164,128 |
| Time-based RS (2022 grant) | 2,129 | $55,141 |
| PSU (2024 target) | 6,018 | $155,866 |
| PSU (2023 target) | 9,601 | $248,666 |
Employment Terms
Contractual Protections and Covenants (on hire, 8-K)
- Base salary at hire: $475,000; target annual cash incentive 65% with up to 200% of target based on earnings goals; one-time sign-on equity ($308,750 fair value) and $75,000 relocation bonus .
- Severance: If terminated without cause or upon a Qualifying Termination within 12 months of a Change in Control (material diminution/decrease), cash severance equals 12 months’ base salary, plus 12 months of COBRA premiums; paid over 26 biweekly periods following a 60-day release period .
- Restrictive covenants: One-year non-compete post-termination (with defined competitor set), 18-month non-solicit of merchandise vendors, and two-year employee non-solicit; robust confidentiality provisions .
Potential Payments on Termination / Change in Control (as of 1/31/2025)
| Scenario | Cash Severance | COBRA | Equity Acceleration | Total |
|---|---|---|---|---|
| Termination Without Cause (no CIC) | $488,063 | $16,200 | — | $504,263 |
| Termination Without Cause or Qualifying Termination in Connection with CIC | $488,063 | $16,200 | $727,712 | $1,231,975 |
| Change in Control (regardless of termination) | — | — | $727,712 | $727,712 |
Plan treatment on CIC: time-based restricted stock vests 100% on CIC; performance awards vest at target or actual on a pro rata basis depending on timing relative to performance period .
Performance & Track Record (Company-level)
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| CTRN TSR (value of $100) | 210.06 | 135.73 | 116.11 | 111.67 |
| Peer TSR (Dow Jones U.S. Specialty Retailers) | 142.18 | 135.59 | 159.02 | 235.34 |
| Net Income ($M) | 62.2 | 58.9 | (12.0) | (43.2) |
| Adjusted EBITDA ex. B&E ($M) | 123.7 | 35.6 | 5.6 | (11.3) |
Compensation Committee, Policies & Say‑on‑Pay
- Committee and consultant: Compensation Committee engaged Korn Ferry in 2024 for market data and advice; Committee met nine times in FY 2024 .
- Clawback: Compensation Recoupment Policy adopted Dec 1, 2023; 3-year lookback for material restatements; applies in addition to SOX recoupment for CEO/CFO .
- Anti-hedging/pledging: Directors and officers prohibited from hedging, short sales, and pledging .
- Stock ownership guidelines: CEO 3x salary; other executives (including CFO) 2x; 5-year compliance period from June 10, 2022; 75% net share retention until compliant .
- Say‑on‑pay results: Support of approximately 97% (2024), 96% (2023), 98% (2022) of votes cast .
Investment Implications
- Pay-for-performance alignment: FY 2024 annual bonus paid 0% as Sales and Adjusted EBITDA missed thresholds; long-term PSU payouts hinge on multi-year Adjusted EBITDA ex. B&E targets (2024–2026 and FY 2025), aligning incentives with operational recovery .
- Vesting and supply overhang: Multiple time-based grants vest ratably through 2025–2027 (notably 5/17/2024, 5/5/2023, 6/27/2022), creating periodic insider selling windows; 5,298 shares vested in FY 2024 for CFO ($116,298 value) .
- Ownership and alignment: Beneficial ownership of 21,316 shares (<1%); guidelines require 2x salary within 5 years and count unvested time-based awards; combined with anti-hedging/pledging and 75% retention, policy structure supports alignment while allowing time to reach guideline .
- Retention risk and change‑of‑control economics: Severance is modest (1x salary + 12 months COBRA); single-trigger acceleration of time-based RS on CIC (subject to plan terms), with pro‑rata PSU treatment—adequate retention but not excessive “golden parachute” risk .
- Execution risk: Company performance deteriorated in FY 2024 (Net Income $(43.2)M; Adjusted EBITDA ex. B&E $(11.3)M) and TSR underperformed peers; PSU targets (e.g., 2024–2026 cumulative thresholds) provide a high bar and a clear yardstick to evaluate turnaround progress .