The following table shows the total compensation for our Named Executive Officers (NEOs) for the past three fiscal years as set forth in the Summary Compensation Table (SCT), the “compensation actually paid” (CAP) to our Principal Executive Officers (PEOs), and, on an average basis, our other NEOs (in each case, as determined under SEC rules), our Total Shareholder Return (TSR), the Dow Jones US Specialty Retailers Index, our net income, and our Company Selected Measure, Adjusted EBITDA ex. B&E.
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| · · · · · · · · · · · · · · · · · · Value ($) of Initial Fixed $100 · · · · |
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| · · SCT ($) for · · CAP ($) to · · SCT ($) for · · CAP ($) to · · SCT ($) for · · CAP ($) to · · Average · · Average · · Investment Based On: · · · · Adjusted |
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| Fiscal · Mr. Makuen · · Mr. Makuen · Mr. Sachse · · Mr. Sachse · · Mr. Seipel · · Mr. Seipel · · SCT ($) · · CAP ($) · · Citi Trends · · Peer Group · · Net Income · · EBITDA ex. B&E |
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| Year | | (PEO 1) | | (PEO 1) | | (PEO 2) | | (PEO 2) | | (PEO 3) | | (PEO 3) | | for NEOs | | to NEOs | | TSR | | TSR | | ($M) | | ($M) |
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| (a) · (b)1 · · (c)2 · · (d)1 · · (e)2 · · (f)1 · · (g)2 · · (h)3 · · (i)2 · · (j)4 · · (k)4 · · (l) · · (m)5 |
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| 2024 | | 1,495,502 | | 265,991 | | — | | — | | 6,090,087 | | 10,339,657 | | 574,773 | | 404,158 | | 111.67 | | 235.34 | | (43.2) | | (11.3) |
| 2023 | | 1,751,579 | | 1,191,613 | | — | | — | | — | | — | | 615,206 | | 513,982 | | 116.11 | | 159.02 | | (12.0) | | 5.6 |
| 2022 | | 1,730,016 | | (331,897) | | — | | — | | — | | — | | 483,470 | | 122,735 | | 135.73 | | 135.59 | | 58.9 | | 35.6 |
| 2021 | | 2,979,581 | | 2,882,746 | | — | | — | | — | | — | | 1,140,197 | | 1,200,526 | | 210.06 | | 142.18 | | 62.2 | | 123.7 |
| 2020 | | 2,995,723 | | 3,438,376 | | 682,576 | | 1,719,020 | | — | | — | | 693,908 | | 949,579 | | 254.38 | | 140.92 | | 24.0 | | 66.6 |
| (1) | The dollar amounts reported in columns (b), (d) and (f) are the amounts of total compensation reported for Mr. Makuen (Chief Executive Officer and Principal Executive Officer until August 3, 2024), Mr. Sachse (Interim Chief Executive Officer until March 9th, 2020), and Mr. Seipel (Interim Chief Executive Officer effective June 2, 2024, Chief Executive Officer effective November 18, 2024 and Chairman of the Board effective April 2, 2025) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to our Summary Compensation Table on page 34. |
| (2) | The dollar amounts reported in columns (c), (e), (g) and (i) represent the amount of “compensation actually paid,” as computed in accordance with SEC rules. “Compensation actually paid” does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. We do not have a defined benefit plan so no adjustment for pension benefits is included in the table below. Similarly, no adjustment is made for dividends as dividends are factored into the fair value of the award. The following table details these adjustments: |
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| All table values in $ · · · · · · · · · · · · · · · · · · |
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| · · · · Grant Date · · Year End · · Change in · · Change in · · Change in · · Change in Value · · · · |
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| Fiscal | | | | | | Value of | | Value of | | Value of | | Value of | | Value of | | of Awards Granted | | Total Equity | | |
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| Year | | Executives | | SCT | | New Awards | | New Awards | | Prior Awards | | Vested Awards | | Forfeited Awards | | and Vested in '24 | | Award Adjustments | | CAP |
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| · · · (a) · · (b) · · (i) · · (ii) · · (iii) · · (iv) · · (v) · · (c)=(i)+(ii)+(iii)+(iv)+(v) · · (d)=(a)-(b)+(c) |
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| 2024 | | PEO 1 | | 1,495,502 | | 725,010 | | — | | — | | (22,600) | | (481,901) | | — | | (504,501) | | 265,991 |
| | | PEO 3 | | 6,090,087 | | 5,512,008 | | 9,383,336 | | — | | (21,751) | | — | | 399,992 | | 9,761,578 | | 10,339,657 |
| | | Others | | 574,773 | | 152,768 | | 54,204 | | (25,713) | | (16,172) | | (30,165) | | — | | (17,847) | | 404,158 |
(a)The dollar amounts reported in the Summary Compensation Table for the applicable year.
| (b) | The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year. |
(c)The recalculated value of equity awards for each applicable year includes the addition (or subtraction, as applicable) of the following:
| (i) | the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; |
| (ii) | the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; |
| (iii) | for awards that vest in applicable year, the change in the fair value as of the vesting date from the beginning of the applicable year. |
| (iv) | for awards that failed to meet vesting conditions in the applicable year, the fair value from the end of prior fiscal year. |
| (v) | for awards that were granted and vest in the applicable year, the fair value as of the vesting date. |
The valuation assumptions and processes used to recalculate fair values did not materially differ from those disclosed at the time of grant, except for PSU awards whose year-end and vesting date values are adjusted by the probability of achievement as of each such date.
| (d) | “Compensation actually paid” does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. |
| (3) | The dollar amounts reported in column (f) are the average amounts of total compensation reported for the other Named Executive Officers for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to our Summary Compensation Table on page 34. For each of 2021, 2022, 2023 and 2024, the other NEOs were: |
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| 2024 | | 2023 | | 2022 | 2021 | | |
| Heather Plutino | | Heather Plutino | | Heather Plutino | Pamela Edwards | | |
| Lisa Powell | | Lisa Powell | | Pamela Edwards | Lisa A. Powell | | |
| Katrina George | | Vivek Bhargava | | Lisa A. Powell | Ivy D. Council | | |
| Kyle Koenig | | Ivy Council | | Ivy D. Council | James A. Dunn | | |
| Vivek Bhargava | | Charles Hynes | | Charles J. Hynes | | | |
| | | | | Jason Moschner | | | |
| (4) | TSR is determined based on the value of an initial fixed investment of $100. The TSR peer group consists of the Dow Jones US Specialty Retailers Index. |
| (5) | For 2024, our Company Selected Measure is Adjusted EBITDA ex. B&E, consistent with our Short- and Long-Term Incentive Programs. In prior years, we used Adjusted EBIT. For more details, refer to our Compensation Discussion and Analysis, beginning on page 26. |
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| Company Selected Measure ($M) | | 2024 | 2023 | 2022 | 2021 | 2020 |
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| Adjusted EBITDA ex B&E | | -11.3 | 5.6 | 35.6 | 123.7 | 66.6 |
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| Adjusted EBIT | | -33.0 | -17.5 | 11.4 | 91.4 | 40.9 |
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Relationship Between “Compensation Actually Paid” and Performance Measures
We believe the table above shows the alignment between compensation actually paid to the NEOs and the Company’s performance, consistent with our compensation philosophy as described in our Compensation Discussion and Analysis, beginning on page 26. A large portion of NEO compensation is reliant on stock price and as such “compensation actually paid” each year was aligned with TSR performance. The tables below show the relationship between the CEO and non-CEO “compensation actually paid” and (i) the Company’s TSR and the Peer Group TSR; (ii) the Company’s net income; and (iii)the Company Selected Measure, Adjusted EBITDA ex. B&E.
2024 Performance Measures
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| As required by SEC rules, the performance measure identified as the most important for NEOs’ 2024 compensation decisions are listed in the table to the right. Adjusted EBITDA ex. B&E is the only metric used in determining compensation. | Most Important Performance Measure |
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| Adjusted EBITDA ex. B&E |
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