Lisa Powell

About Lisa Powell

Lisa A. Powell (age 55) is Executive Vice President and Chief Merchandising Officer at Citi Trends, serving in the role since September 2019, with prior senior merchandising roles at Century 21, Saks Off Fifth, and 20 years at TJX . For FY2024, Citi Trends reported net sales of $753.1 million and an adjusted EBITDA loss (company-selected measure) of $11.3 million; comparable store sales rose 3.4% for the year, with H2 comps up 6.1% versus 0.7% in H1, reflecting execution progress on merchandising and allocation initiatives . The company’s pay-for-performance framework emphasized Adjusted EBITDA ex. B&E in 2024 across short- and long-term incentives .

Past Roles

External Roles

No public company board or external directorships disclosed for Ms. Powell in the 2025 proxy .

Fixed Compensation

• No annual cash incentive was earned for FY2024 as results were below threshold; the plan paid 0% for all NEOs .

Performance Compensation

Annual Incentive Plan (FY2024)

Long-Term Incentive Awards (granted 5/17/2024)

LTI Design Notes (context):

• For FY2024, Powell’s LTI grant value was set at 50% of base pay, split between time-based RS and performance-based RSUs tied to cumulative Adjusted EBITDA ex. B&E .

Equity Ownership & Alignment

Beneficial Ownership (as of April 7, 2025)

Outstanding Equity Awards at FY2024 Year-End (as of Feb 1, 2025; price reference $25.90)

Ownership/Alignment Policies

• Stock ownership guidelines: executives must own stock equal to 2x base salary; must retain 75% of net shares from company equity until compliant; five-year window to reach compliance .
• Anti-hedging/anti-pledging: directors and officers are prohibited from hedging and pledging company shares .
• Clawback: SEC 10D-compliant recoupment policy adopted Dec 1, 2023; recovery of erroneously awarded incentive comp for three completed fiscal years preceding a restatement .

Insider Transactions and Near-term Vesting/Selling Pressure

• May 5, 2025: grant of 1,974 shares to Powell; also shares withheld to cover taxes upon vesting (Rule 16b-3) .
• May 17, 2025: additional withholding of 397 shares for tax on vest; holdings updated .
• Jun 12, 2025: vesting event recorded (584 shares), reflecting ongoing annual vesting cadence .

Employment Terms

Severance and Change-in-Control (CIC) Economics (amounts tied to FY2024 salary and 1/31/2025 stock price)

Key Terms and Triggers

• Severance agreements provide 12 months of base salary and 12 months of COBRA-equivalent premiums for a termination without Cause or a Qualifying Termination within 12 months of a CIC (material diminishment or pay decrease) .
• Equity acceleration: proxy states all outstanding time-based restricted stock becomes 100% vested upon a CIC per applicable award agreements ; the 2021 Incentive Plan also provides double-trigger acceleration if awards are assumed and the participant is terminated without Cause or resigns for Good Reason within two years post-CIC, with pro-rata performance treatment for performance awards depending on timing in the performance period .
• Clawback: see policy above .
• Non-compete/non-solicit/confidentiality agreements exist; specifics not disclosed in proxy .

Performance & Track Record

• FY2024 operating results: net sales $753.1m (+0.7% YoY), comps +3.4%; adjusted EBITDA loss of $(14.2)m (non-GAAP); management highlighted second-half improvement with H2 adjusted EBITDA positive and Q4 comps +6.4% .
• Business execution: initiatives included refined three-tier assortment (good-better-best), off-price branded “treasures,” improved allocation and in-season markdown approach, and store remodels (35 in FY2024) .

Compensation Structure Analysis

• Cash vs equity mix: in 2024 Powell’s total compensation was $783,905 with salary of $510,173, bonus of $16,250, stock awards $246,171; no non-equity incentive paid as plan funded at 0% .
• Target incentive opportunity: 35% of base salary for annual bonus; LTI grant value equal to 50% of base pay in 2024 (split RS/PSU) .
• Performance tightening: annual plan anchored to Sales (45%) and Adjusted EBITDA ex. B&E (55%) with defined thresholds/maximums; long-term PSU matrix ranges 0–200% based on cumulative Adjusted EBITDA ex. B&E for FY2024–FY2026 .
• Governance protections: anti-hedging/anti-pledging and clawback policies in force .

Say‑on‑Pay & Shareholder Feedback

• At the June 20, 2024 annual meeting, approximately 97% of shares cast approved NEO compensation; committee retained program design aligned with shareholder support .

Investment Implications

• Pay-for-performance alignment is firm: no FY2024 annual bonus paid; PSU vesting requires multi-year EBITDA improvement, providing leverage to sustained turnaround while limiting windfalls if performance lags .
• Retention incentives are balanced: meaningful unvested RS/PSU over the next 1–2 years (e.g., 4,047 RS from 2024 and 6,377/500 prior RS; 6,071/9,661 PSUs) help retention; regular vesting may cause modest periodic selling pressure from tax withholdings (e.g., May/June 2025 Form 4s) but indicates continued service-based alignment .
• Change-in-control economics are moderate: 1x salary severance and COBRA for termination; equity accelerates under CIC terms (time-based RS single-trigger per award agreements; double-trigger protections in plan when awards are assumed), which could modestly increase M&A sensitivity but is not egregious in cash multiple terms .
• Ownership alignment and risk controls: beneficial ownership of 24,247 shares (<1%), 2x salary ownership guidelines with 75% net share retention, and prohibitions on hedging/pledging support alignment and reduce governance risk signals .