Pamela Edwards
Citi TrendsAbout Pamela Edwards
Pamela Edwards (age 62) is an independent director of Citi Trends (CTRN) appointed April 2, 2025, serving as Audit Committee Chair. She currently serves on the boards of The AZEK Company Inc. and Olaplex Holdings, Inc., and previously served on the boards of Hibbett Inc. and Neiman Marcus Group (Audit Committee Chair). She is NACD Directorship Certified, holds an MBA from Duke University, and a B.S. in Finance from Florida A&M University. Her executive leadership experience includes serving as CFO and EVP at Citi Trends and at L Brands (Mast Global, Victoria’s Secret, Express divisions) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Citi Trends, Inc. | CFO & EVP | Not disclosed | Senior finance leadership |
| L Brands (Mast Global, Victoria’s Secret, Express) | CFO & EVP | Not disclosed | Division-level finance leadership |
| Neiman Marcus Group | Director; Audit Committee Chair | Not disclosed | Led audit oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The AZEK Company Inc. | Director | Not disclosed | Board member |
| Olaplex Holdings, Inc. | Director | Not disclosed | Board member |
| Hibbett Inc. | Director (prior) | Not disclosed | Board member |
Board Governance
- Independence affirmed by CTRN’s Board under NASDAQ and SEC standards; Audit, Compensation, and Nominating & Corporate Governance committees composed entirely of independent directors .
- Audit Committee Chair (current) and expected member of the Compensation Committee after the 2025 Annual Meeting .
- Recognized by the Board as an “audit committee financial expert” under SEC rules .
- Proxy states “each director nominee who is currently a Board member” attended at least 80% of eligible Board and committee meetings in FY2024 (company-level disclosure; not Pamela-specific given her 2025 appointment) .
- Stock ownership guidelines: directors must hold stock valued at 3× annual cash retainer within 5 years, retaining 75% of shares from company grants until compliant .
- Anti-hedging, short-selling, and pledging policy prohibitions apply to directors .
- Governance context: combined Chairman/CEO role (effective April 2025) with a Lead Independent Director structure and regular executive sessions of independent directors .
Fixed Compensation
| Component | FY2024 Policy Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $71,400 | Payable quarterly; FY2024 policy baseline |
| Lead Independent Director retainer | $21,250 | FY2024 policy baseline |
| Audit Committee Chair retainer | $10,200 | FY2024 policy baseline |
| Compensation Committee Chair retainer | $6,800 | FY2024 policy baseline |
| Nominating & Corporate Governance Chair retainer | $6,800 | FY2024 policy baseline |
| Finance Committee Chair retainer | $6,800 | FY2024 policy baseline |
| Pamela Edwards FY2024 director pay | Not disclosed (joined 2025) | Fiscal 2024 director compensation table lists “—” for Edwards |
CTRN caps non-employee director compensation at $500,000 per calendar year; $750,000 for a non-employee Chairman or Lead Director .
Performance Compensation
| Element | Design | Metrics | Vesting |
|---|---|---|---|
| Director equity grant (typical) | Restricted stock | No performance metrics; time-based RS | One-year vest from grant date (FY2024 grants ≈$65,238 value) |
| Dividends on unvested awards | Not paid/currently paid on unearned awards | N/A | Dividends/dividend equivalents on unvested equity are forfeited or deferred until vesting |
CTRN prohibits repricing of options/SARs and does not pay dividends on unearned awards; minimum one-year vesting applies to equity awards, with defined limited exceptions .
Other Directorships & Interlocks
| Company | Relationship to CTRN | Potential Interlock/Conflict |
|---|---|---|
| AZEK (building materials) | Unrelated sector | None disclosed |
| Olaplex (consumer/beauty) | Unrelated sector | None disclosed |
| Hibbett (sporting goods retail; prior) | Retail peer (not off-price apparel focus) | None disclosed |
| Neiman Marcus Group (prior) | Department store retail (private) | Audit chair experience; no conflict disclosed |
- Related party transactions: Audit Committee oversees related party approvals; CTRN disclosed a Cooperation Agreement with a >5% holder (Fund 1 Investments) but no Pamela-specific related party transactions .
Expertise & Qualifications
- Audit committee financial expert under SEC rules .
- Deep CFO and retail finance leadership across public companies and divisions .
- NACD Directorship Certified®; MBA (Duke), B.S. Finance (Florida A&M) .
Equity Ownership
| Holder | Shares Beneficially Owned (as of Apr 7, 2025) | % of Class | Notes |
|---|---|---|---|
| Pamela Edwards | 0 | * | Joined April 2025; guidelines require 3× retainer within 5 years |
| Hedging/Pledging | Prohibited for directors | — | Insider Trading Policy bans hedging and pledging |
Shareholder Voting Signal (2025 Election)
| Nominee | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Pamela Edwards | 4,592,591 | 1,317,001 | 742 | 1,239,101 |
Comparative context: Most peers received >5.4M “for” votes with markedly lower “against” counts (e.g., Heath 5,883,314 for; 26,078 against; Jenkins 5,426,399 for; 483,193 against) — Edwards’ higher “against” votes may indicate investor scrutiny of audit leadership and/or board refresh dynamics in 2025 .
Governance Assessment
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Strengths:
- Independence affirmed; Audit Committee Chair with SEC-designated financial expert status .
- Strong governance policies: clawback (restatement-based recoupment), anti-hedging/pledging, majority voting, stock ownership guidelines (3× retainer, 5-year compliance, 75% retention until met) .
- Audit Committee remit includes cyber risk oversight and related party approvals; structured risk oversight across committees .
-
Risks/Red Flags:
- Prior CFO/EVP at CTRN: while independence is affirmed, prior executive role can raise perceived independence questions, particularly as Audit Chair; dates not disclosed to assess NASDAQ 3-year cooling-off compliance window .
- 2025 election “against” votes higher than peers, potentially signaling investor caution regarding audit oversight or board dynamics amid the Cooperation Agreement and combined Chair/CEO structure .
- Combined Chair/CEO post-April 2025, mitigated by Lead Independent Director but a common investor concern for oversight rigor .
-
Compensation alignment:
- Director pay structure relies on cash retainer plus time-based restricted stock; no performance-based metrics — limits pay-for-performance signals but aligns via ownership and holding requirements .
-
Shareholder sentiment:
- Say-on-pay passed in 2025 (5,346,663 for; 562,829 against) but lower support than 2024; continued monitoring warranted for compensation governance perceptions .
Overall: Pamela Edwards brings deep retail finance and audit oversight credentials; the combination of Audit Chair role and prior CTRN CFO experience necessitates clear disclosure and robust committee practices to sustain investor confidence. Elevated “against” votes in 2025 highlight the importance of visible independence, rigorous audit oversight, and transparent stock ownership guideline progress.