Kyle Koenig
Citi TrendsAbout Kyle Koenig
Kyle Koenig is Vice President, Stores & Real Estate at Citi Trends (CTRN). He has served in this role since August 2022 and previously served as VP, Real Estate & Construction since April 2016; he is 49 years old . Prior to CTRN, he was Director of Real Estate at Rue 21 (2014–2016) and spent 13 years at Dots, Inc. in real estate and construction roles, including Divisional VP of Real Estate & Construction . CTRN’s recent performance context: Revenues were $795.0M in FY2023, $747.9M in FY2024, and $753.1M in FY2025; EBITDA moved from positive to negative over this period, and Net Income declined to a FY2025 loss, reflecting a challenged environment and a 2024–2025 transformation effort . CTRN’s Pay vs Performance table shows the value of an initial $100 TSR investment at 111.67 in 2024, down from 210.06 in 2021, underscoring multi‑year volatility .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Citi Trends | VP, Stores & Real Estate | Aug 2022–present | Executive officer overseeing stores and real estate |
| Citi Trends | VP, Real Estate & Construction | Apr 2016–Aug 2022 | Led real estate and construction functions |
| Rue 21 | Director of Real Estate | 2014–2016 | Real estate leadership at 1,100‑store apparel retailer |
| Dots, Inc. | Various real estate & construction roles (incl. Divisional VP) | 13 years (prior to 2014) | Fleet development and construction leadership at 420‑store retailer |
External Roles
- No public company directorships or external board roles disclosed for Koenig .
Fixed Compensation
| Component | FY2023 | FY2024 | Notes |
|---|---|---|---|
| Base salary rate ($) | $240,000 | $271,260 | +13.0% YoY |
| Target annual bonus (% of base) | — | 30% | Set by role (VP level) |
| Actual annual bonus paid ($) | — | $0 (thresholds not met) | FY2024 sales and Adjusted EBITDA below payout thresholds |
Performance Compensation
Annual Incentive (FY2024)
| Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| Sales | 45% | $775.0M | $753.1M | 0% (below threshold) |
| Adjusted EBITDA (ex. bonus & equity) | 55% | $19.4M | ($11.3)M | 0% (below threshold) |
Long‑Term Equity (Grants in FY2024)
| Grant type | Grant date | Shares/units | Vesting/Performance | Grant date fair value ($) |
|---|---|---|---|---|
| Performance‑based RSUs (2024–2026 cycle) | 5/17/2024 | Target 1,672 (thr 836; max 3,344) | Vests 100% if cumulative Adjusted EBITDA ex. B&E ≥ $98.8M (200% at ≥ $118.6M; 0% < $79.1M) | $40,680 |
| Time‑based restricted stock | 5/17/2024 | 1,115 | 3 equal annual installments beginning 5/17/2025 | $27,128 |
- 2024 vesting event: 1,342 shares vested for Koenig; value realized $32,772 .
- No stock options were outstanding company‑wide as of 2/1/2025 .
Equity Ownership & Alignment
- Beneficial ownership (as of 4/7/2025): 9,766 shares; less than 1% of shares outstanding . Total common shares outstanding as of this date were 8,292,436 .
- Outstanding awards at FY2024 year‑end (2/1/2025):
- Time‑based RS: 1,115 (2024 grant; market value $28,879), 1,724 (2023 grant; $44,652), 350 (2022 grant; $9,065) .
- Performance‑based RSUs: 1,672 (2024 target; market/payout value reference $43,305), 2,612 (2023 target; $67,651) .
- Stock ownership guidelines: CEO = 3x salary; other executive officers (incl. Koenig) = 2x salary. Must retain 75% of net shares until guideline met; 5‑year compliance window; unvested time‑based RS/RSUs count .
- Hedging/shorting/pledging: Prohibited for directors/officers (no pledging as collateral) .
Employment Terms
| Provision | Key terms |
|---|---|
| Severance (without cause; non‑CIC) | 12 months base salary + 12 months COBRA. For Koenig: $271,260 cash + $684 COBRA (as of 2/1/2025 illustrative table) . |
| Change‑in‑control (CIC) | Time‑based RS fully accelerates upon CIC under applicable award agreements; performance awards payout based on plan/award terms . |
| Double‑trigger protection | Under the 2021 Plan, if awards are assumed in a CIC, vesting accelerates upon termination without cause or resignation for good reason within 2 years; otherwise no automatic vesting if assumed . |
| Restrictive covenants | Company discloses non‑compete, non‑solicit and confidentiality agreements exist for NEOs; specific durations not disclosed . |
| Clawback | Compensation Recoupment Policy adopted 12/1/2023 covering erroneously awarded incentive‑based pay following a material restatement . |
Performance & Track Record (Company context during Koenig’s executive tenure)
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Revenues ($) | 795,011,000 | 747,941,000 | 753,079,000 |
| EBITDA ($) | 31,812,000* | 587,000* | -11,130,000* |
| Net Income ($) | 58,892,000 | -11,979,000 | -43,170,000 |
Values retrieved from S&P Global for fields marked with an asterisk.
- FY2024 highlights: comparable store sales +3.4%; transformation efforts initiated mid‑year; cash $61.1M and no debt at year‑end (context for incentive outcomes) .
- TSR context from Pay vs Performance (Value of $100 initial investment): 2021: 210.06; 2022: 135.73; 2023: 116.11; 2024: 111.67 .
Compensation Committee, Peer Group, Governance Signals
- Compensation committee engaged Korn Ferry as independent consultant in 2024 .
- Peer group for benchmarking included: Boot Barn, The Buckle, The Cato Corporation, Destination XL, Five Below, Hibbett, Shoe Carnival, Tilly’s, Zumiez .
- Say‑on‑pay support: ~97% (2024), 96% (2023), 98% (2022) approval .
- Governance practices: no excise tax gross‑ups; no option repricing; no dividends on unvested awards .
- Equity plan (2021 Plan) refreshed in 2025 to add 500,000 shares; plan prohibits repricing and requires minimum 1‑year vesting (limited exceptions) .
Risk Indicators & Red Flags
- Hedging/shorting/pledging prohibited for officers (reduces misalignment risk) .
- Clawback policy in place aligning to SEC listing standards .
- No options outstanding as of FY2024 year‑end (limits option repricing risk) .
- Related party transactions: none requiring disclosure for NEOs; cooperation agreement disclosure with major holder; Section 16 compliance substantially met .
Vesting Schedules and Potential Insider Selling Pressure
- Time‑based RS from 5/17/2024 vests over three years (2025–2027) ; PSUs cliff‑vest based on cumulative Adjusted EBITDA ex. B&E performance for 2024–2026, with a hard threshold and 200% max (matrix‑based) .
- 2024 vesting event of 1,342 shares suggests some periodic taxable events; however, the 75% post‑vest retention policy until ownership guideline is met and the absence of options temper near‑term selling pressure .
Equity Ownership & Alignment (detail)
| Item | Detail |
|---|---|
| Beneficial ownership | 9,766 shares (<1% of outstanding) |
| Ownership guideline | 2x base salary for other executive officers; 5 years to comply; retain 75% of net shares until met |
| Pledging | Prohibited by policy |
Compensation Structure Analysis
- Increased at‑risk pay via PSUs tied to multi‑year Adjusted EBITDA ex. B&E; 2024 annual bonus paid 0% due to under‑target performance (clear pay‑for‑performance) .
- Shift remains toward RS/RSUs; no stock options issued (lower risk than options; dilution managed through 2021 Plan controls) .
- No gross‑ups; no repricing history; clawback active (shareholder‑friendly practices) .
Say‑on‑Pay & Shareholder Feedback
- Strong, consistent shareholder support on executive pay with 97% approval in 2024 (and mid‑90s in prior years) .
Investment Implications
- Alignment: Koenig’s mix of time‑based RS and performance‑based RSUs, a 2x salary ownership guideline with 75% post‑vest retention, and anti‑pledging policy collectively align incentives with long‑term value creation and limit near‑term sell pressure .
- Retention risk: Cash severance of 12 months’ salary and CIC acceleration of time‑based equity provide retention through transition scenarios; the plan retains a double‑trigger framework for assumed awards, balancing retention and governance .
- Performance linkage: FY2024 bonus paid 0% amid under‑target results; PSUs require meaningful multi‑year Adjusted EBITDA ex. B&E outcomes, creating leverage to improvement initiatives in stores and real estate that Koenig oversees .
- Trading signals: No options or repricing risk and required share retention reduce opportunistic selling; watch annual vesting windows and any Form 4s around May each year (time‑based RS vesting anniversaries) for incremental liquidity events .
Notes:
- All dollar figures and award details are presented as disclosed in CTRN’s 2025 DEF 14A and related filings.
- EBITDA values marked with * are retrieved from S&P Global.
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