XML 18 R2.htm IDEA: XBRL DOCUMENT v3.25.1
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Feb. 01, 2025
Feb. 03, 2024
Jan. 28, 2023
Jan. 29, 2022
Jan. 30, 2021
Pay vs Performance Disclosure [Table]          
Pay vs Performance Disclosure, Table

Pay Versus Performance

In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we are providing the following disclosure regarding executive “Compensation Actually Paid” (“CAP”), as calculated under applicable SEC rules, for our principal executive officer (“PEO”) and our other named executive officers (“non-PEO NEOs”) and certain financial performance measures for fiscal years 2024, 2023, 2022, 2021 and 2020.

In determining the CAP to our PEO and the CAP to our non-PEO NEOs, we are required to make various adjustments to the total compensation amounts that have been reported in the Summary Compensation Table (“SCT”), as the SEC’s valuation methods for this section differ from those required in the SCT. Information regarding the methodology for calculating CAP to our PEO and the CAP to our non-PEO NEOs, including details regarding the amounts that were deducted from, and added to, the SCT totals to arrive at the values presented for CAP, are provided in the footnotes to the table. Note that for non-PEO NEOs, compensation is reported as an average. As identified in the footnotes to the table, the determination of CAP includes adjustments to reflect, among other things, period-to-period changes in the value of unvested equity awards. Accordingly, such amounts do not reflect the value of compensation actually delivered to, or received by the PEO or the Non-PEO NEOs, in the period reported in the table, as the amount of actual compensation received by any executive officer depends on whether the executive officer satisfies the conditions for vesting of any such award and the value of our common stock on the date such awards vest.

The Compensation Discussion and Analysis section above describes our compensation-setting process for our NEOs, which is done independently from determining the disclosure required in this “Pay Versus Performance” section. Accordingly, the Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

Pay Versus Performance Table

                    Value of Initial Fixed $100
Investment Based on:		      
Fiscal Year
(1)		   Summary
Compensation
Table Total for
PEO
($)		   Compensation
Actually Paid to
PEO
($)
(2)		   Average
Summary
Compensation
Table Total for
Non-PEO
Named
Executive
Officers
($)		   Average
Compensation
Actually Paid to
Non-PEO
Named
Executive
Officers
($)
(3)		   Total
Shareholder
Return
($)		   Peer Group
Total
Shareholder
Return
($)
(4)		   Net Income
(Loss) ($)
(in thousands)		   Pre-tax,
Pre-bonus
Income
(Loss) ($)
(in thousands)
(5)
2024   2,401,916   1,861,698   556,674   489,776   28.14   184.45       (18,057)       (16,113)
2023   2,945,305   2,408,141   581,347   479,421   51.47   144.65       (23,941)       (12,351)
2022   3,190,140   2,408,943   495,217   418,992   69.39   129.27       29       3,251
2021   5,466,540   6,360,497   714,357   820,325   108.40   118.34       36,844       80,312
2020   2,814,652   2,338,868   539,985   482,439   72.54   106.91       (47,483)       (72,556)
        
Company Selected Measure Name Pre-tax, Pre-Bonus Income (Loss)        
Named Executive Officers, Footnote

(1)During 2024 and 2023, our PEO was John P. D. Cato, and our remaining NEOs were Charles D. Knight and Gordon D. Smith.

During 2022, our PEO was John P. D. Cato, and our remaining NEOs were Charles D. Knight, Gordon D. Smith and John R. Howe. Mr. Howe was an executive officer until his retirement on May 1, 2022.

During 2021, our PEO was John P. D. Cato, and our remaining NEOs were John R. Howe, Gordon D. Smith and Charles D. Knight. Mr. Knight joined the Company on January 17, 2022.

During 2020, our PEO was John P. D. Cato, and our remaining NEOs were John R. Howe, Gordon D. Smith and M. Tim Greer. Mr. Greer was a NEO until his retirement on May 20, 2020.

        
Peer Group Issuers, Footnote Total Shareholder Return (“TSR”) is determined based on the value of an initial fixed investment of $100. The TSR peer group utilizes the Dow Jones US, Apparel Index, which we use in the stock performance graph required by Item 201(e) of Regulation S-K included in the Company’s Form 10-K for the years reflected in the table above.        
PEO Total Compensation Amount $ 2,401,916 $ 2,945,305 $ 3,190,140 $ 5,466,540 $ 2,814,652
PEO Actually Paid Compensation Amount $ 1,861,698 2,408,141 2,408,943 6,360,497 2,338,868
Adjustment To PEO Compensation, Footnote

(2)The following table sets forth the adjustments made to arrive at CAP to our PEO during 2024:
Adjustments to determine Compensation “Actually Paid” for PEO   2024  
Deduction for Amounts Reported under the “Stock Awards” Column in the SCT   (681,299)  
Increase for Fair Value of Awards Granted during year that Remain Unvested
as of Year end		   479,486  
Increase/Deduction for Change in Fair Value from Prior Year-end to current Year-end
of Awards Granted Prior to year that were Outstanding and Unvested as of Year-end		   (505,249)  
Increase/Deduction for Change in Fair Value from Prior Year-end to Vesting Date of
Awards Granted Prior to year that Vested during year		   166,844  
Total Adjustments   (540,218)  
        
Non-PEO NEO Average Total Compensation Amount $ 556,674 581,347 495,217 714,357 539,985
Non-PEO NEO Average Compensation Actually Paid Amount $ 489,776 479,421 418,992 820,325 482,439
Adjustment to Non-PEO NEO Compensation Footnote

(3)The following table sets forth the adjustments made to arrive at CAP to our Non-PEO NEOs during 2024:
Adjustments to determine Compensation “Actually Paid” for Non-PEO NEOs   2024  
Deduction for Amounts Reported under the “Stock Awards” Column in the SCT   (80,556)  
Increase for Fair Value of Awards Granted during year that Remain
Unvested as of Year end		   56,694  
Increase/Deduction for Change in Fair Value from Prior Year-end to current Year-end
of Awards Granted Prior to year that were Outstanding and Unvested as of Year-end		   (59,740)  
Increase/Deduction for Change in Fair Value from Prior Year-end to Vesting Date of
Awards Granted Prior to year that Vested during year		   16,704  
Total Adjustments   (66,898)  
        
Compensation Actually Paid vs. Total Shareholder Return

 

        
Compensation Actually Paid vs. Net Income

 

 

        
Compensation Actually Paid vs. Company Selected Measure

       
Tabular List, Table

Financial Performance Measures Used to Link Performance to Executive Compensation

The following financial performance measures are the only financial performance measures the Company used to link CAP (as calculated in accordance with SEC rules) to Company performance.

  • Pre-Tax, Pre-bonus Income (Loss)
  • Net Income

Pre-tax, Pre-bonus Income (Loss) is discussed in detail in “2024 Executive Compensation—Compensation Discussion and Analysis” in this proxy statement, including the use of this measure in annual cash incentive compensation awards.

        
Total Shareholder Return Amount $ 28.14 51.47 69.39 108.40 72.54
Peer Group Total Shareholder Return Amount 184.45 144.65 129.27 118.34 106.91
Net Income (Loss) $ (18,057,000) $ (23,941,000) $ 29,000 $ 36,844,000 $ (47,483,000)
Company Selected Measure Amount (16,113,000) (12,351,000) 3,251,000 80,312,000 (72,556,000)
PEO Name John P. D. Cato John P. D. Cato John P. D. Cato John P. D. Cato John P. D. Cato
Measure [Axis]: 1          
Pay vs Performance Disclosure [Table]          
Measure Name Pre-Tax, Pre-bonus Income (Loss)        
Measure [Axis]: 2          
Pay vs Performance Disclosure [Table]          
Measure Name Net Income        
PEO [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount $ (540,218)        
PEO [Member] | Deduction for Amounts Stock Awards [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount (681,299)        
PEO [Member] | Increase for Fair Value of Awards Granted Remain Unvested [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount 479,486        
PEO [Member] | Increase or Deduction for Change in Fair Value Awards Granted Outstanding and Unvested [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount (505,249)        
PEO [Member] | Increase or Deduction for Change in Fair Value Awards Granted Vested [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount 166,844        
Non-PEO NEO [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount (66,898)        
Non-PEO NEO [Member] | Deduction for Amounts Stock Awards [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount (80,556)        
Non-PEO NEO [Member] | Increase for Fair Value of Awards Granted Remain Unvested [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount 56,694        
Non-PEO NEO [Member] | Increase or Deduction for Change in Fair Value Awards Granted Outstanding and Unvested [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount (59,740)        
Non-PEO NEO [Member] | Increase or Deduction for Change in Fair Value Awards Granted Vested [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount $ 16,704