Katrina George

About Katrina George

Katrina George is Vice President, Human Resources at Citi Trends (CTRN), serving since September 2023; she became a Named Executive Officer (NEO) in fiscal 2024 and is age 57 . She brings extensive HR leadership experience across retail, healthcare, telecom, manufacturing, and recruitment, including EVP of HR at DTLR (a 250-store urban retailer) from 2018–2023 and senior HR leadership at Rite Aid from 2012–2018 . In fiscal 2024, she vested 1,501 shares valued at $28,354, evidencing realized equity compensation during the year . CTRN shares delivered a strong one-year stock move into late 2025, providing context for incentive alignment, though this is company-level performance not directly attributed to her role .

Past Roles

External Roles

Fixed Compensation

Performance Compensation

Annual Cash Incentive Structure (FY 2024)

Notes: Annual cash incentives range from 0–200% of target depending on performance; plan excludes unusual and non-recurring items to preserve pay-for-performance integrity . Non-equity incentive plan compensation for Ms. George in FY 2024 was not recorded; she received a separate cash bonus of $16,250 as shown above .

Equity Awards (FY 2024 grants and vesting)

Plan mechanics and definitions: Adjusted EBITDA in award agreements is defined to exclude bonus/equity expense and certain unusual items; performance period example in RSU agreement template runs May 5, 2025–May 4, 2028; RSUs feature single-trigger vesting if not assumed upon change in control, and double-trigger vesting if assumed and terminated without cause or for good reason within 12 months .

Equity Ownership & Alignment

Stock ownership guidelines: Executives must hold common stock equal to 2× base salary; CEO 3×; compliance expected within 5 years; until met, executives must retain 75% of shares received from the Company (net of taxes). Unvested time-based RS and RSUs count toward guidelines . Anti-hedging and pledging prohibitions apply to directors and officers; short sales, derivatives, and pledging Company securities are prohibited .

Section 16 compliance: Ms. George filed one late Form 3/A on July 1, 2024 reporting initial beneficial ownership upon becoming an executive officer .

Employment Terms

Triggers and definitions: Severance agreements provide 12 months of base salary plus 12 months COBRA for termination without cause or qualifying termination within 12 months of a change in control if duties materially diminished or compensation materially decreased. Time-based restricted stock becomes 100% vested upon change in control under the plan terms; RSU agreements provide single-trigger if not assumed and double-trigger if assumed and then terminated without cause/for good reason within 12 months .

Insider Transactions and Vesting Pressure

Notes: Company IR governance page aggregates Section 16 filings; SEC Form 4 filings corroborate September 2025 sale and updated holdings .

Governance and Red Flags

• Stock ownership guidelines: 2× salary for executive officers; 75% retention of net shares until compliance .
• Anti-hedging/anti-pledging: Directors and officers prohibited from short sales, derivatives, and pledging Company stock .
• Clawback policy: Board adopted compensation recoupment policy effective Dec 1, 2023 for restatements due to material non-compliance .
• No excise tax gross-ups; no options repricing; dividends not paid on unvested stock awards .
• Section 16 compliance: One late Form 3/A filing by Ms. George (July 1, 2024) .

Compensation Structure Analysis

• Shift toward performance-based equity: FY 2024 grants include both time-based RS and PSUs tied to Adjusted EBITDA ex. B&E, with clear multi-year targets and maximum payouts up to 200% of target units .
• Annual cash incentive strictly budget-linked: Sales and Adjusted EBITDA targets with defined thresholds and max payouts; excludes unusual items to avoid windfalls/penalties .
• Guaranteed cash severance limited: 1× salary plus COBRA; equity acceleration primarily time-based RS single-trigger on change in control, PSUs governed by plan single/double-trigger mechanics .

Equity Compensation Plan Context

Investment Implications

• Pay-for-performance linkage: Ms. George’s FY 2024 equity awards include PSUs tied to multi-year Adjusted EBITDA ex. B&E with explicit thresholds and caps, aligning incentives with profitability recovery and growth . If cumulative performance falls below thresholds, PSUs do not vest, reducing dilution pressure.
• Retention risk manageable: Severance economics are modest (1× salary plus COBRA), but change-in-control provisions accelerate time-based RS and provide RSU protection via single/double triggers, supporting retention through potential strategic events .
• Ownership alignment: Current beneficial ownership is 5,079 shares (<1% of outstanding), with stringent 2× salary ownership guidelines and 75% net share retention until compliance; anti-hedging/pledging policies mitigate misalignment risks, though absolute ownership is small .
• Short-term selling pressure: 2025 insider sales were modest (750 shares in June and 316 shares in September) and appear tactical relative to vesting and grants; not indicative of heavy selling pressure, but notable for monitoring around vest dates and blackout windows .
• Governance quality supportive: Clawback policy, no gross-ups, no repricing, and high historical say-on-pay support (approx. 97%/96%/98% in 2024/2023/2022) reduce compensation risk premia, albeit this is broader to CTRN rather than specific to Ms. George .