Companies CATO CORP
CATO (CATO): executive pay, fiscal 2025
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CEO pay, last three years
- $2,945,305FY2023
- $2,401,916FY2024
- $1,486,624FY2025
CEO total pay was $1,486,624 in fiscal 2025, down from $2,401,916 in fiscal 2024.
FY2025: salary $1,484,832 · bonus $0 · stock awards $0 · option awards $0
Full detail
Every table from the filing. Open any section.
Summary compensation table
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| John Cato | $1,484,832 | $0 | $0 | $0 | $0 | $0 | $1,792 | $1,486,624 |
| Chairman, President & Chief Executive Officer | ||||||||
| Charles Knight | 507,500 | 0 | 0 | 0 | 0 | 0 | 0 | 507,500 |
| Executive Vice President & Chief Financial Officer | ||||||||
| Gordon Smith | 421,352 | 0 | 0 | 0 | 0 | 0 | 3,755 | 425,107 |
| Executive Vice President Chief Real Estate & Store Development Officer | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
Three-year trend — total compensation per named executive
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| John Cato | $1,486,624 | $2,401,916 | $2,945,305 | ↓ −915,292 |
| Charles Knight | 507,500 | 602,371 | 603,458 | ↓ −94,871 |
| Gordon Smith | 425,107 | 510,978 | 559,236 | ↓ −85,871 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
Equity grants and outstanding awards
No plan-based awards are on file for this fiscal year.
No outstanding equity awards are on file for this fiscal year.
Director compensation
No director compensation table is on file for fiscal year 2025.
Board fee structure and ownership guideline
| Annual cash retainer | — |
|---|---|
| Annual equity retainer | — |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | — |
| Stock ownership guideline | — |
Peer group, and who names CATO as a peer
Companies that benchmark against CATO
5 companies name CATO as a compensation peer
- Citi Trends IncCTRNFY2026
- DESTINATION XL GROUP, INC.DXLGFY2024
- EZCORP INCEZPWFY2025
- GENESCO INCGCOFY2026
- LANDS' END, INC.LEFY2026
- SHOE STATION GROUP INCSHOEFY2026
- TILLY'S, INC.TLYSFY2025
- Zumiez IncZUMZFY2026
Each company listed discloses CATO in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named CATO in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
Disclosed peer group — fiscal year 2025
The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.
Peer reciprocity
Of the companies CATO CORP names as compensation peers, which name it back in their own disclosed peer groups. A peer set the market reciprocates reads differently from one selected in a single direction.
Reciprocity shown where the peer’s own current proxy has been read — each mark is cited in the register to that peer’s filing. A dash means the peer’s current proxy was read and names no reciprocal group including CATO CORP.
Chief executive pay against the peer group
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company’s own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Shoe Carnival, Inc. | 2025 | Josh Weinstein | $1,435,577 | $11,961,027 | $0 | $5,420,100 | $18,887,776 |
| 2 | The Buckle, Inc. | 2025 | Dennis Nelson | 1,300,000 | 5,713,200 | 0 | 0 | 11,706,282 |
| 3 | Boot Barn Holdings, Inc. | 2026 | John Hazen | 894,231 | 4,100,160 | 0 | 1,634,211 | 6,661,922 |
| 4 | J.Jill, Inc. | 2025 | Mary Ellen Coyne | 757,692 | 2,966,077 | 0 | 1,000,000 | 6,631,220 |
| 5 | Tilly’s, Inc. | 2025 | Nathan Smith | 461,538 | 0 | 2,251,629 | 0 | 3,253,328 |
| 6 | Citi Trends, Inc. | 2025 | Kenneth Seipel | 788,736 | 0 | 0 | 1,120,000 | 1,912,312 |
| 7 | Zumiez Inc. | 2025 | Richard Brooks | 735,000 | 0 | 0 | 1,008,089 | 1,749,159 |
| 8 | The Children’s Place, Inc. | 2025 | Muhammad Umair | 650,000 | 1,025,225 | 0 | 0 | 1,715,000 |
| 9 | CATO CORP | 2025 | John Cato | 1,484,832 | 0 | 0 | 0 | 1,486,624 |
Each peer’s compensation is from its most recently filed proxy; fiscal years differ by company. Each peer’s figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
Incentive design against the same peers
| Company | Annual incentive payout | Long-term vehicle mix | PSU measures include TSR | Compensation consultant |
|---|---|---|---|---|
| CATO CORP | not disclosed | not disclosed | not disclosed | Aon Hewitt |
| Boot Barn Holdings, Inc. | not disclosed | PSU 50 · RSU 50 | not disclosed | Korn Ferry |
| Citi Trends, Inc. | not disclosed | not disclosed | not disclosed | Mercer |
| J.Jill, Inc. | not disclosed | RSU 50 · PSU 50 | not disclosed | Frederic W. Cook & Co., Inc. |
| Shoe Carnival, Inc. | 186.9% | PRSU 60 · RSU 40 | Yes — Relative TSR | FW Cook (and FIT Remuneration Consultants LLP) |
| The Buckle, Inc. | not disclosed | not disclosed | not disclosed | not disclosed |
| The Children’s Place, Inc. | not disclosed | RSU 40 · Deferred Cash Awards 30 · Performance Cash Awards 30 | not disclosed | Frederic W. Cook & Co. |
| Tilly’s, Inc. | not disclosed | not disclosed | not disclosed | Mercer |
| Zumiez Inc. | not disclosed | not disclosed | not disclosed | Meridian Compensation Partners |
Read from each company’s Compensation Discussion and Analysis: annual incentive payout as a percentage of target, the disclosed long-term vehicle mix, whether performance-share measures include a total shareholder return component, and the retained compensation consultant. “Not disclosed” appears only where the company’s filing does not state the item.
Say-on-pay history and pay ratio
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-05-21 | 24,699,118 | 1,284,938 | 397,658 | 95.05% | Passed |
| 2023 | 2023-05-18 | 22,466,145 | 6,346,566 | 89,348 | 77.97% | Passed |
| 2022 | 2022-05-19 | 20,981,540 | 10,786,018 | 67,616 | 66.05% | Passed |
| 2021 | 2021-05-20 | 24,992,869 | 8,220,993 | 116,103 | 75.25% | Passed |
| 2020 | 2020-05-21 | 25,204,532 | 10,250,014 | 186,994 | 70.72% | Passed |
| 2019 | 2019-05-23 | 21,723,821 | 11,460,637 | 159,625 | 65.46% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year’s compensation.
Say-on-pay — history, company’s computation
| Meeting year | Meeting date | Approval — company’s computation |
|---|---|---|
| 2026 | 2026-05-21 | 95.05%a |
| 2023 | 2023-05-18 | 77.97%b |
| 2022 | 2022-05-19 | 66.05%c |
a. Voting standard not stated in the filing.
b. Voting standard not stated in the filing.
c. Voting standard not stated in the filing.
Approval percentages are the company’s own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
Insider trades since the proxy
No insider equity transactions reported since the proxy statement.
Sources (23 citations)
Each figure is listed with the filing it comes from, where it appears in that filing, and the value as printed. Any figure can be independently confirmed against the source.
- Section 01, John Cato. DEF 14A, filed 2026-04-10. Section “Executive Compensation”. As printed: 1,486,624. View filing ↗
- Section 01, Charles Knight. DEF 14A, filed 2026-04-10. Section “Executive Compensation”. As printed: 507,500. View filing ↗
- Section 01, Gordon Smith. DEF 14A, filed 2026-04-10. Section “Executive Compensation”. As printed: 425,107. View filing ↗
- Section 06, 2026 vote. Form 8-K, filed 2026-05-26. Item 5.07 · say-on-pay result. As reported: 95.05% (votes for as printed: 24,699,118). View filing ↗
- Section 06, 2023 vote. Form 8-K, filed 2023-05-22. Item 5.07 · say-on-pay result. As reported: 77.97%. View filing ↗
- Section 06, 2022 vote. Form 8-K, filed 2022-05-23. Item 5.07 · say-on-pay result. As reported: 66.05% (votes for as printed: 20,981,540). View filing ↗
- Section 01 trend, Δ column (computed). Computed. Δ = current-FY total − prior-FY total per named officer.
- Shoe Carnival, Inc., Section 10b CEO total. DEF 14A, filed 2026-02-27. CEO total compensation as printed in Shoe Carnival, Inc.'s own proxy. As printed: 18,887,776. View filing ↗
- The Buckle, Inc., Section 10b CEO total. DEF 14A, filed 2026-04-22. CEO total compensation as printed in The Buckle, Inc.'s own proxy. As printed: 11,706,282. View filing ↗
- Boot Barn Holdings, Inc., Section 10b CEO total. DEF 14A, filed 2026-07-16. CEO total compensation as printed in Boot Barn Holdings, Inc.'s own proxy. As printed: 6,661,922. View filing ↗
- J.Jill, Inc., Section 10b CEO total. DEF 14A, filed 2026-04-10. CEO total compensation as printed in J.Jill, Inc.'s own proxy. As printed: 6,631,220. View filing ↗
- Tilly’s, Inc., Section 10b CEO total. DEF 14A, filed 2026-04-20. CEO total compensation as printed in Tilly’s, Inc.'s own proxy. As printed: 3,253,328. View filing ↗
- Citi Trends, Inc., Section 10b CEO total. DEF 14A, filed 2026-05-01. CEO total compensation as printed in Citi Trends, Inc.'s own proxy. As printed: 1,912,312. View filing ↗
- Zumiez Inc., Section 10b CEO total. DEF 14A, filed 2026-04-24. CEO total compensation as printed in Zumiez Inc.'s own proxy. As printed: 1,749,159. View filing ↗
- The Children’s Place, Inc., Section 10b CEO total. DEF 14A, filed 2026-04-10. CEO total compensation as printed in The Children’s Place, Inc.'s own proxy. As printed: 1,715,000. View filing ↗
- CATO CORP (subject), Section 10b CEO total. DEF 14A, filed 2026-04-10. CEO total compensation as printed in CATO CORP's own proxy. As printed: 1,486,624. View filing ↗
- Section 10a, The Children’s Place, Inc. reciprocity. DEF 14A. The Children’s Place, Inc.'s most recent proxy was read; its disclosed peer group does not include CATO CORP. View filing ↗
- Section 10a, J.Jill, Inc. reciprocity. DEF 14A. J.Jill, Inc.'s most recent proxy was read; its disclosed peer group does not include CATO CORP. View filing ↗
- Section 10a, Boot Barn Holdings, Inc. reciprocity. DEF 14A. Boot Barn Holdings, Inc.'s most recent proxy was read; its disclosed peer group does not include CATO CORP. View filing ↗
- Section 10a, Citi Trends, Inc. reciprocity. DEF 14A. Citi Trends, Inc. names CATO CORP in its own disclosed peer group (read from its most recent proxy). View filing ↗
- Section 10a, Zumiez Inc. reciprocity. DEF 14A. Zumiez Inc. names CATO CORP in its own disclosed peer group (read from its most recent proxy). View filing ↗
- Section 10a, Shoe Carnival, Inc. reciprocity. DEF 14A. Shoe Carnival, Inc.'s most recent proxy was read; its disclosed peer group does not include CATO CORP. View filing ↗
- Section 10a, Tilly’s, Inc. reciprocity. DEF 14A. Tilly’s, Inc. names CATO CORP in its own disclosed peer group (read from its most recent proxy). View filing ↗