Citi Trends, Inc. (NASDAQ:CTRN) unveiled a series of governance changes Thursday, including a board departure and new independent appointment, a leadership transition on its Finance Committee, and a one-year extension of its cooperation agreement with Fund 1 Investments, LLC.
The off-price retailer said Wes Calvert stepped down from its Board of Directors effective February 19, 2026, concluding his tenure that included serving as Chair of the Finance Committee. The board simultaneously appointed Benjamin Faw as an independent director, with Faw assuming the role of Finance Committee chair upon joining.
Calvert had been credited with strengthening the company’s financial oversight and capital allocation framework during a period of operational refinement and strategic repositioning.
“Wes has been a trusted partner to management, particularly during a period where financial discipline and thoughtful capital allocation were critical to CITITRENDS’ progress,” said Ken Seipel, Chairman and Chief Executive Officer. “On behalf of the CITITRENDS Board and leadership team, I want to thank Wes for his leadership and lasting contributions to the Company and our shareholders.”
Reflecting on his departure, Calvert said, “It has been a privilege to serve on the CITITRENDS Board and to chair the Finance Committee during an important phase of the Company’s evolution. I have great confidence in the leadership team, the strategy underway, and the Company’s long-term prospects.”
Faw joins the board with experience spanning digital platforms, technology investing, and private capital. The company said his background in scaling and optimizing consumer-facing businesses aligns with its modernization efforts.
“We are excited to welcome Benjamin to the Board and to have him assume leadership of our Finance Committee,” Seipel added. “His digital expertise, investor mindset, and disciplined approach to capital allocation align well with CITITRENDS’ continued modernization and long-term growth strategy.”
Faw said, “I am honored to join the CITITRENDS Board at such a pivotal time. I look forward to working closely with the Board and management team to support financial discipline, strategic execution, and long-term shareholder value creation.”
Separately, Citi Trends confirmed it has exercised its option to extend its cooperation agreement with Fund 1 — including existing standstill provisions — for another year. The move signals continued engagement between the retailer and the investment firm.
“We appreciate the ongoing dialogue and engagement with Fund 1 and view the extension of the cooperation agreement as a positive step that reflects confidence in our strategy, governance, and execution,” Seipel said.
Jonathan Lennon, Founder and Managing Partner of Fund 1, commented, “We appreciate the strong work of CITITRENDS’ management team and Board, and remain confident in the Company’s leadership and strategic direction, and its ability to create long-term value for shareholders.”
Following the changes, Citi Trends’ board will comprise eight directors, seven of whom are independent.
Citi Trends operates 590 stores across 33 U.S. states, focusing on value-priced apparel, accessories, and home merchandise primarily serving Black families.