Michael Kvitko
Citi TrendsAbout Michael Kvitko
Independent director of Citi Trends (CTRN) since 2024; age 64. Serves on the Finance Committee (FC) and Nominating & Corporate Governance Committee (NCGC) currently, and is slated to join the Compensation Committee (CC) post-2025 annual meeting. Veteran retail operator (off-price, dollar, big box, department stores) with CEO and C-suite merchandising/marketing experience; board has affirmed his independence. Attendance for 2024 met the company’s threshold (at least 80%).
Past Roles
| Organization | Role | Tenure / Notes | Committees/Impact |
|---|---|---|---|
| Forman Mills | Chief Executive Officer | Most recently spent 6 years modernizing operations and transforming customer shopping experience | Retail turnaround, operations modernization |
| Dollar Express (FTC carve-out of Family Dollar) | President | Led a 330-store carve-out integration | Multi-unit carve-out leadership |
| 99¢ Only Stores | EVP & Chief Merchandising & Marketing Officer | Not disclosed | Off-price merchandising/marketing leadership |
| Variety Wholesalers | EVP & Chief Merchandising & Marketing Officer | Not disclosed | Value retail merchandising |
| Family Dollar | SVP Merchandising | Not disclosed | Discount retail merchandising |
| Mervyn’s (division of Target) | SVP Merchandising | Not disclosed | Department store merchandising |
| May Department Stores | SVP Merchandising | Not disclosed | Department store merchandising |
External Roles
| Category | Detail |
|---|---|
| Current public company boards | 0 |
| Prior public boards | Not disclosed in proxy |
| Private/non-profit/academic boards | Not disclosed in proxy |
Board Governance
- Committee assignments (current): Finance Committee; Nominating & Corporate Governance Committee. Planned (post-2025 AGM): Compensation Committee; Finance Committee; Nominating & Corporate Governance Committee. None are chair roles for Kvitko.
- Independence: Board affirmatively determined Kvitko is independent under NASDAQ/SEC standards; Audit/Comp/NCG committees are fully independent.
- Attendance: Each current director met at least 80% of eligible Board/committee meetings in 2024; Board held 12 meetings.
- Years of service: Director since 2024.
- Board structure: Combined Chair/CEO with a Lead Independent Director (David Heath); independent directors meet in executive session.
- Nomination context: Kvitko was one of the “2024 Designees” nominated pursuant to a Cooperation Agreement with Fund 1 Investments; he is not the “New Investor Director” (that is Wesley Calvert).
- Related-party oversight: Audit Committee oversees related-party transactions; company disclosed no related-party transactions involving directors other than expense reimbursement to Fund 1 tied to the cooperation agreement.
Fixed Compensation (Director)
| Item | Amount/Detail |
|---|---|
| Standard annual cash retainer (non-employee directors, FY2024) | $71,400 policy (quarterly; prorated) |
| Chair retainers (policy) | Audit Chair $10,200; Compensation Chair $6,800; NCG Chair $6,800; Finance Chair $6,800 (CSR Chair $6,800 prorated) |
| Michael Kvitko – Fees earned in cash (FY2024) | $35,700 (partial year) |
Performance Compensation (Director Equity)
| Grant date | Award type | Shares | Grant date fair value | Vesting |
|---|---|---|---|---|
| June 20, 2024 | Restricted stock | 3,011 | $65,248 | Vests on first anniversary of grant |
- No options or performance-based awards were granted to directors in 2024; director equity awards are time-based.
Other Directorships & Interlocks
| Topic | Finding |
|---|---|
| Current public boards | None (0) |
| Compensation Committee interlocks | Company disclosed no compensation committee interlocks requiring Item 404 disclosure in FY2024 (note: Kvitko joins CC post-2025 AGM). |
Expertise & Qualifications
- Multi-format retail leadership across off-price, dollar, discount, and department stores; brand management (including private brand and direct-to-retail licensing); global sourcing (softlines and hardlines).
- Governance relevance: Deep merchandising/operations exposure aligns with CTRN’s off-price/value strategy and inventory/assortment discipline needs; committee roles (NCG, FC, planned CC) position him to influence capital allocation, governance, and pay design.
Equity Ownership
| Metric | Amount |
|---|---|
| Total beneficial ownership | 3,011 shares (<1% of outstanding) |
| Unvested shares at FY-end (2/1/2025) | 3,011 restricted shares (director grant) |
| Shares pledged/hedged | Company policy prohibits pledging and hedging by directors/officers; no pledging disclosed. |
| Stock ownership guidelines | Non-employee directors expected to own ≥3x annual cash retainer; 5 years to comply; retain 75% of shares until compliant. |
Governance Assessment
-
Strengths
- Independence affirmed; strong attendance; no related-party transactions involving Kvitko.
- Relevant operating expertise; sits on NCG and FC with planned expansion to CC, enhancing board effectiveness in oversight of governance, capital allocation, and pay.
- Director pay structure balanced (cash + time-based equity), aligned with market; no options or performance equity for directors (reduces risk of pay-driven conflicts).
-
Watch items / potential red flags
- Activist context: Kvitko’s nomination tied to Cooperation Agreement; while independence is affirmed, investors should monitor board dynamics and any influence from Fund 1 (note: “New Investor Director” information-sharing carveouts apply to Calvert, not Kvitko).
- Low current share ownership (3,011 shares) early in tenure vs. 3x retainer guideline; expect accumulation over guideline window.
- Combined Chair/CEO structure elevates oversight risk; mitigations include Lead Independent Director and independent committees (Kvitko’s roles matter here).
-
Shareholder sentiment context
- Say-on-Pay support historically strong: approx. 97% in 2024 (also 96% in 2023; 98% in 2022), indicating favorable governance/pay perceptions; as a planned CC member, Kvitko will help sustain this alignment.
Appendix: Committee Map (Current vs. Post-2025 AGM)
| Committee | Current membership | Post-2025 AGM membership |
|---|---|---|
| Audit | Edwards (Chair), Jenkins, Liu | Edwards (Chair), Jenkins, Liu |
| Compensation | Robinson (Chair), Heath | Robinson (Chair), Kvitko, Edwards |
| Finance | Calvert (Chair), Kvitko, Liu, Seipel | Calvert (Chair), Kvitko, Liu, Seipel |
| Nominating & Corporate Governance | Jenkins (Chair), Heath, Kvitko, Robinson | Jenkins (Chair), Kvitko, Robinson |