Wesley Calvert

About Wesley Calvert

Wesley Calvert, age 35, is an independent director at Citi Trends (CTRN) and serves as Chair of the Finance Committee. He was appointed to the board on April 2, 2025 pursuant to a Cooperation Agreement and brings investment management experience across consumer, hospitality, media, and industrial sectors; he leads Strategic Equities at PLP Funds and previously was a Founding Partner of The Donerail Group LP and a Senior Analyst at Starboard Value LP. He holds a B.B.A. in Accounting and Finance from California Polytechnic State University, San Luis Obispo .

Past Roles

External Roles

Board Governance

• Independence: Listed as independent; other current public company boards: 0 .
• Appointment and role: Appointed April 2, 2025; Chair of the Finance Committee .
• Committee composition (current and planned):
  • Finance Committee (current): Chair – Wesley Calvert; Members – Michael Kvitko, Chaoyang (Charles) Liu, Kenneth D. Seipel .
  • Finance Committee (planned post-Annual Meeting): Chair – Wesley Calvert; Members – Michael Kvitko, Chaoyang (Charles) Liu, Kenneth D. Seipel .
  • Note: Audit, Compensation, and Nominating & Corporate Governance committees are composed entirely of independent directors; Finance Committee includes the CEO as a member .
• Lead Independent Director: David A. Heath (effective April 2, 2025) .
• Board leadership structure: Roles of Chairman and CEO combined in April 2025; Kenneth D. Seipel serves as both CEO and Chairman .
• Attendance: Disclosure states each director nominee who is currently a Board member attended at least 80% of eligible board and committee meetings in 2024; individual attendance for Calvert not applicable for 2024 given his 2025 appointment .

Fixed Compensation

Director compensation program (FY 2024, applies to non-employee directors; amounts payable quarterly and prorated for partial-year service):

• Annual cash retainer: $71,400 .
• Committee chair fees: Audit Chair $10,200; Compensation Chair $6,800; NCGC Chair $6,800; Finance Chair $6,800; Lead Independent Director $21,250 .
• Equity: Annual restricted stock grant valued at approximately $65,238, vesting on the one-year anniversary of grant date (typical grant date June 20, 2024 was 3,011 shares to other directors) .
• Options: No director stock options outstanding as of February 1, 2025 .

FY 2024 director compensation for Calvert (pre-appointment):

Performance Compensation

• Non-employee director compensation cap: Maximum aggregate compensation per director $500,000; $750,000 for non-employee Chairman or Lead Director .
• Minimum vesting: One-year vesting minimum for awards, with limited exceptions (including non-employee director awards vesting on the earlier of one year from grant and the next annual meeting) .
• Change-in-control treatment: If awards are assumed/substituted and participant terminated without Cause or resigns for Good Reason within two years post-CIC, options/SARs become fully vested; time-based awards’ restrictions lapse; performance awards vest based on target/actual pro rata; if awards are not assumed, all options/SARs fully vest and time-based restrictions lapse .
• Director performance metrics: None disclosed for director compensation (director equity is time-based); note that an Executive Chairman bonus in 2024 used EBITDA (55%) and Sales (45%) metrics, but this was not applicable to Calvert .

Other Directorships & Interlocks

Expertise & Qualifications

• Finance and capital markets expertise; strategic investments across consumer, hospitality, media, industrial sectors .
• B.B.A. in Accounting and Finance (Cal Poly SLO) .
• Qualified to serve as Finance Committee Chair per proxy assessment .

Equity Ownership

Governance Assessment

• Strengths

  • Independent director with deep finance and capital markets experience; appointed to chair Finance Committee, signaling board’s intent to strengthen capital structure oversight .
  • Board maintains super-majority independence; Audit, Compensation, and NCGC comprised entirely of independent directors; presence of Lead Independent Director .
  • Robust equity plan governance: minimum vesting, clear CIC treatment; non-employee director compensation cap .
  • Stock ownership guidelines and anti-hedging/pledging policy support alignment .
  • High historical say-on-pay support (approx. 97% in 2024; 96% in 2023; 98% in 2022), indicating investor confidence in compensation governance .

• Considerations and potential conflicts

  • Affiliation with controlling shareholder: Fund 1/PLP beneficially owns ~29.6% of CTRN; Calvert leads Strategic Equities at PLP; Cooperation Agreement grants investor replacement rights for Calvert, potentially affecting board independence perception despite formal “independent” status .
  • Finance Committee includes the CEO (Kenneth Seipel), reducing committee independence versus Audit/Comp/NCGC; Calvert’s chair role will require balancing investor influence and management oversight .
  • Combined Chairman/CEO structure adopted April 2025 may heighten governance scrutiny; mitigated by Lead Independent Director role and independent committee structure .

• RED FLAGS

  • Investor-affiliated appointment and replacement rights tied to ownership thresholds (Cooperation Agreement) – potential conflict of interest and board capture risk if not counterbalanced by strong independent processes .
  • Zero beneficial ownership for Calvert as of Feb 1, 2025; while guidelines allow five years to reach compliance, lack of immediate “skin in the game” may be viewed negatively by some investors until ownership builds .
  • Finance Committee not fully independent due to CEO membership, creating potential for management influence in capital allocation oversight .

• Mitigants

  • Audit Committee oversight of related-party transactions; independent composition of key committees (Audit, Compensation, NCGC) .
  • Stock ownership guidelines with retention requirement and clear timeline to compliance .
  • Use of independent compensation consultant (Korn Ferry) by Compensation Committee in 2024 .

Fixed Compensation (Program Detail Summary)

Performance Compensation (Equity Plan Mechanics)

Other Directorships & Interlocks

Equity Ownership

Governance Assessment Summary

• Calvert’s finance background and activist-investor engagement experience align with his Finance Committee chair role and capital structure oversight needs at CTRN .
• Independence designation and lack of other public boards minimize interlock risks, but his PLP affiliation and investor replacement rights necessitate strong independent counterweights (Lead Independent Director, independent Audit/Comp/NCGC) to protect minority shareholder interests .
• Immediate ownership is nil; adherence to ownership guidelines and future equity grants will be key for alignment. Anti-hedging/pledging policy and say-on-pay support bolster investor confidence in governance processes .