UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
450 Fifth Street NW
Washington, D.C. 29549
Form
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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THE CATO CORPORATION
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On January 4, 2022, the Company issued a press release announcing that Mr. John R. Howe, its Executive
Vice President, Chief Financial Officer and the Company’s principal financial officer, will retire from
these roles effective January 17, 2022 after 35 years of service with the Company and will be succeeded
by Chuck Knight as Executive Vice President, Chief Financial Officer and the Company’s principal
financial officer. A copy of the press release is attached hereto as Exhibit 99.1, and the contents thereof
are incorporated herein by reference.
To assist with the transition of his roles, Mr. Howe will continue to be employed by the Company through
May 1, 2022 under the same terms of compensation and benefits as in effect at the time of his retirement.
Mr. Knight’s appointment as Executive Vice President, Chief Financial Officer will be effective as of
January 17, 2022. Mr. Knight, age 57, previously served in various roles with The Vitamin Shoppe, first
as Senior Vice President, Chief Accounting Officer from 2018 to 2019, and then as Executive Vice
President, Chief Financial Officer from 2019 to 2020. Prior to that, Mr. Knight served in various roles
with Toys “R” Us for 28 years, including as Senior Vice President, Corporate Controller from 2010 to
2018.
In connection with Mr. Knight’s hiring, Mr. Knight and the Company entered into a letter agreement (the
“Agreement”), effective as of January 5, 2022, that sets forth certain terms regarding his employment. A
copy of the Agreement is attached hereto as Exhibit 10.1.
Pursuant to the Agreement, Mr. Knight will serve as Executive Vice President and Chief Financial
Officer of the Company. His initial annual base salary will be $400,000 per year. Mr. Knight will be
eligible to receive a performance bonus of up to 60% of base salary based upon the achievement of the
Company and individual performance goals for fiscal 2022. Beginning May 1, 2022 and going forward
each May 1
st
, Mr. Knight will be eligible to be granted restricted shares of the Company’s Class A
Common Stock with a value of up to 60% of his base salary. These restricted shares will be granted
pursuant to the Company’s 2018 Incentive Compensation Plan, and will vest over 5 years, with 33%
vesting on the third anniversary of the grant, 33% vesting on the fourth anniversary of the grant, and the
remaining 34% vesting on the fifth anniversary of the grant. The Company will also reimburse Mr.
Knight for his COBRA premiums (up to the amount the Company would pay for its health and dental
coverage) until Mr. Knight is eligible to join the Company’s health and dental insurance.
In connection with Mr. Knight’s relocation to the Charlotte, North Carolina area, the Company will pay
all reasonable and customary moving charges and for Mr. Knight’s temporary housing for up to 60 days.
In addition, the Company will pay Mr. Knight a one-time relocation allowance of $30,000. Mr. Knight
has agreed to reimburse the Company in full for all such moving, temporary housing, relocation
allowance and other relocation expenses in the event he resigns during the first 24 months of his
employment.
Mr. Knight will be entitled to participate in the Company’s employee benefit plans as provided to other
employees, including the Company’s 401(k) Plan, Employee Stock Purchase Plan and vacation plan.
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits
104 Cover page Interactive Data File (embedded within Inline XBRL document
4
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned thereunto duly authorized.
January 6, 2022
/s/ John P. D. Cato
Date
John P. D. Cato
Chairman, President and
Chief Executive Officer
January 6, 2022
/s/ John R. Howe
Date
John R. Howe
Executive Vice President
Chief Financial Officer
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Exhibit Index
Exhibit
Exhibit
No.
10.1
99.1
104 Cover page Interactive Data File (embedded
within Inline XBRL document)
104
EXHIBIT 10.1
The CATO Corporation
January 4, 2022
Charles Knight
20 Baldwin Drive
New Providence, NJ 07974
Dear Chuck:
We are very pleased to offer you the position of Executive Vice President, Chief Financial Officer for
The Cato Corporation. You will be based in our corporate offices ln Charlotte, NC and you will report
to John Cato, Chairman, President and Chief Executive Officer. Your start date will be January
17, 2022. This will constitute “at-will” employment, and the offer is extended on the following
terms:
Salary:
Your starting monthly salary will be $33,333.33 per month,
which equates to an annual salary of $400,000. You will be paid
on the last day of the month for that month.
Performance Bonus:
You will be eligible for a discretionary performance bonus potential of
up
to 60% of your salary, beginning ln April 2023. The
performance bonus will be based on company and individual
performance for fiscal 2022. Bonus parameters may change
from year to year.
Performance Review:
The performance review process is conducted the first quarter of
the fiscal year for the previous year. Merit increases will be
considered each year as a result of meeting corporate and
individual objectives. You will be eligible for a merit increase for
your performance in fiscal year 2022 with an effective date of May
1, 2023.
Restricted Stock:
You will be eligible for a non-prorated annual LTl award of
Restricted Stock of up to 60% of your salary effective May 1, 2022,
subject to Plan guidelines and approval by the Compensation
Committee of the Board of Directors. All awards are subject to 5-
year vesting from the date of grant with 33% of the shares vesting
at the end of the third year, 33% of the shares vesting at the end of
the fourth year, and 34% of the shares vesting at the end of the fifth
year. The Company also reserves the right to change Plan
guidelines.
Other Benefits:
The Cato Corporation offers an excellent benefit program for its
associates, including, among other things, the following: (a)
comprehensive medical and dental plans; (b) a 401(k) plan with
company matching; (c) an Employee Stock Purchase Plan; (d) life
and accidental death insurance; (e) short-term and long-term
disability programs; (f) paid time off; and (g) 9 annual paid
holidays. In addition, Cato has agreed to reimburse you
for your COBRA premiums (in an amount equal to what
the Company would pay for the Company’s health and
dental
coverage) until you are eligible to join the
company’s
health and dental insurance. Enclosed is
a
summary of benefits that includes details regarding eligibility.
Should
you have any questions about any of our
benefit plans,
please contact Beth Morgan (our Benefits Manager) at (704)
551-7250. Cato reserves the right to change or discontinue any
company benefit in the future.
Relocation:
You will be required to relocate to Charlotte, NC no later than
April 1, 2022. Cato will pay up to $40,000 to move you and your
household possessions to the Charlotte area, as well as up to
60 days of temporary housing. In addition, Cato will pay a one-
time relocation allowance of $30,000 upon establishing your
primary residency in the Charlotte area. However, if within the
first 24 months after joining the company you decide to resign
from the Company, you agree to immediately re-pay the
$30,000 relocation allowance in full, as well as all costs
associated with your move and temporary housing. All
relocation expenses paid and reimbursed by The Cato
Corporation are subject to taxes.
This offer is subject to satisfactory reference checks, background screening, and pre-
employment drug screening. Furthermore, you must provide appropriate work authorization
and, in compliance with federal law, complete an Employment Verification Form 1-9 and
present proof of identity and employment eligibility no later than 3 days after your start date.
This offer is also specifically conditioned upon you signing and returning the enclosed Mutual
Dispute Resolution Agreement (the "Agreement"). If you fail to sign and deliver this Agreement
this offer of employment is void.
Chuck, we are very excited about the future at The Cato Corporation, and we look forward
to you joining us. We will rely on you to work with us in a collaborative and professional
manner to help us ensure our future success.
Please sign this original and return it to me signifying your acceptance of these terms as soon
as possible. A copy is also enclosed for your records. Please contact me at (704) 551-7654 if
you have any questions or need assistance in any way.
/s/ 1/4/2022 /s/ 1/4/2022
& Chief Executive Officer
EXHIBIT 99.1
The CATO Corporation
NEWS RELEASE
FOR IMMEDIATE RELEASE
For Further Information Contact:
THE CATO CORPORATION ANNOUNCES CFO TRANSITION PLANS
John Howe to Retire; Chuck Knight to Become CFO
Charlotte, NC (January 4, 2022) – The Cato Corporation (NYSE: CATO) announced today that John R. Howe,
its Executive Vice President and Chief Financial Officer and the Company’s principal financial officer, plans to
retire from these roles effective January 17, 2022 following 35 years of service with the Company. Mr. Howe
will remain employed with the Company through May 1, 2022 to assist with the transition.
Chuck Knight will succeed Mr. Howe as Executive Vice President and Chief Financial Officer effective January
17, 2022. Mr. Knight joins the Company following previous service with The Vitamin Shoppe, first as Senior
Vice President, Chief Accounting Officer, and then as Executive Vice President, Chief Financial Officer. Prior
to that, Mr. Knight served as Senior Vice President, Corporate Controller for Toys “R” Us.
“I’d like to sincerely thank John Howe for his many contributions to Cato over the last 35 years, including the
last 13 as CFO and in numerous positions with our finance team during his career with the Company. His
steady hand and effective leadership have enabled the Company to soundly finance its operations and growth
over the years,” said John P.D. Cato, Chairman, President and Chief Executive Officer. “He has been a true
partner to me, and we wish John well in his retirement,” Mr. Cato added.
“We are excited to welcome Chuck Knight to the Cato executive leadership team,” said Mr. Cato. “We believe
the extensive experience that Chuck brings to Cato will make him a valuable asset to the organization.”
The Cato Corporation is a leading specialty retailer of value-priced fashion apparel and accessories operating
three concepts, "Cato," "Versona" and "It's Fashion." The Company's Cato stores offer exclusive merchandise
with fashion and quality comparable to mall specialty stores at low prices every day. The Company also offers
exclusive merchandise found in its Cato stores at
www.catofashions.com
. Versona is a unique fashion
destination offering apparel and accessories including jewelry, handbags and shoes at exceptional prices
every day. Select Versona merchandise can also be found at
www.shopversona.com
. It's Fashion offers
fashion with a focus on the latest trendy styles for the entire family at low prices every day.
Statements in this press release that express a belief, expectation or intention, as well as those that are not a
historical fact, are considered "forward-looking" within the meaning of The Private Securities Litigation Reform
Act of 1995. Such forward-looking statements are based on current expectations that are subject to known
and unknown risks, uncertainties and other factors that could cause actual results to differ materially from
those contemplated by the forward-looking statements. Such factors include, but are not limited to, any actual
or perceived deterioration in the conditions that drive consumer confidence and spending, including, but not
limited to, prevailing social, economic, political and public health conditions and uncertainties, levels of
unemployment, fuel, energy and food costs, wage rates, tax rates, interest rates, home values, consumer net
worth and the availability of credit; changes in laws, regulations or government policies affecting our business
including but not limited to tariffs; uncertainties regarding the impact of any governmental actions regarding, or
responses to, to the foregoing conditions; competitive factors and pricing pressures; our ability to predict and
respond to rapidly changing fashion trends and consumer demands; our ability to successfully implement our
new store development strategy to increase new store openings and the ability of any such new stores to grow
and perform as expected; adverse weather, public health threats (including the global coronavirus (COVID-19)
pandemic) or similar conditions that may affect our sales or operations; inventory risks due to shifts in market
demand, including the ability to liquidate excess inventory at anticipated margins; and other factors discussed
under "Risk Factors" in Part I, Item 1A of the Company's most recently filed annual report on Form 10-K and in
other reports the Company files with or furnishes to the SEC from time to time. The Company does not
undertake to publicly update or revise the forward-looking statements even if experience or future changes
make it clear that the projected results expressed or implied therein will not be realized. The Company is not
responsible for any changes made to this press release by wire or Internet services.
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