CEO John Cato was paid $1,486,624 in fiscal year 2025, ↓ down 38.1% from fiscal year 2024, the 1st percentile of its disclosed peer group (SEC filing 0001206774-26-000206 ↗): executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
$1,486,624 ↓ John Cato total, FY2025 | 1st CEO pay percentile vs peers | — CEO-to-median pay ratio | 95.05% Say-on-pay support, latest vote |
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CATO's next annual pay disclosure, estimated April 10, 2027.est. Filing ↗
| 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.
| 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.
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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.
No insider equity transactions reported since the proxy statement.
| 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.
| 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.
| Annual cash retainer | — |
|---|---|
| Annual equity retainer | — |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | — |
| Stock ownership guideline | — |
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 | 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.
Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, John Cato | DEF 14A | 2026-04-10 | 0001206774-26-000206 | Section “Executive Compensation”. As printed: 1,486,624. Filing ↗machine: r1 · c17 · span 244614–244623 |
| 2 | Section 01, Charles Knight | DEF 14A | 2026-04-10 | 0001206774-26-000206 | Section “Executive Compensation”. As printed: 507,500. Filing ↗machine: r5 · c17 · span 251703–251710 |
| 3 | Section 01, Gordon Smith | DEF 14A | 2026-04-10 | 0001206774-26-000206 | Section “Executive Compensation”. As printed: 425,107. Filing ↗machine: r9 · c17 · span 262114–262121 |
| 4 | Section 06, 2026 vote | Form 8-K | 2026-05-26 | 0001562762-26-000069 | Item 5.07 · say-on-pay result. As reported: 95.05% (votes for as printed: 24,699,118). Filing ↗ |
| 5 | Section 06, 2023 vote | Form 8-K | 2023-05-22 | 0001562762-23-000258 | Item 5.07 · say-on-pay result. As reported: 77.97%. Filing ↗ |
| 6 | Section 06, 2022 vote | Form 8-K | 2022-05-23 | 0000018255-22-000020 | Item 5.07 · say-on-pay result. As reported: 66.05% (votes for as printed: 20,981,540). Filing ↗ |
| 7 | Section 01 trend, Δ column (computed) | Computed | — | — | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 8 | Cato Corp (subject), Section 10b CEO total | DEF 14A | 2026-04-10 | 0001206774-26-000206 | CEO total compensation as printed in Cato Corp's own proxy. As printed: 1,486,624. Filing ↗machine: r1 · c17 · span 244614–244623 |
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