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EXHIBIT 97.1

THE CATO CORPORATION

DODD-FRANK CLAWBACK POLICY

Effective December 1, 2023

The Board of Directors (the “Board”) of The Cato Corporation (the “Company”) has adopted this

Dodd-Frank Clawback Policy (this “Policy”), effective as of December 1, 2023 (the “Effective Date”). The

purpose of this Policy is to provide for the recoupment of certain incentive compensation pursuant to

Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, in the manner

required by Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Rule

10D-1 promulgated thereunder, and Section 303A.14 of the New York Stock Exchange Listed Company

Manual (collectively, the “Dodd-Frank Rules”). Accordingly, this Policy shall be interpreted to be

consistent with the Dodd-Frank Rules.

1. Definitions

. For purposes of this Policy, the following capitalized terms shall have the meanings

set forth below.

(a) “

Accounting Restatement

” shall mean an accounting restatement of the

Company’s financial statements due to the material noncompliance of the Company with any

financial reporting requirement under the securities laws, including any required accounting

restatement (i) to correct an error in previously issued financial restatements that is material to

the previously issued financial statements (

i.e.,

a “Big R” restatement), or (ii) that would result in a

material misstatement if the error were corrected in the current period or left uncorrected in the

current period (

i.e.,

a “little r” restatement).

(b) “

Affiliate

” shall mean each entity that directly or indirectly controls, is controlled

by, or is under common control with the Company. 

(c) “

Clawback Eligible Incentive Compensation

” shall mean Incentive-Based

Compensation Received by a Covered Executive (i) on or after the Effective Date, (ii) after

beginning service as a Covered Executive, (iii) if such individual served as a Covered Executive

at any time during the performance period for such Incentive -Based Compensation (irrespective

of whether such individual continued to serve as a Covered Executive upon or following the

Restatement Trigger Date), (iv) while the Company has a class of securities listed on a national

securities exchange or a national securities association, and (v) during the applicable Clawback

Period.

(d) “

Clawback Period

” shall mean, with respect to any Accounting Restatement, the

three completed fiscal years of the Company immediately preceding the Restatement Trigger

Date and any transition period (that results from a change in the Company’s fiscal year) within or

immediately following those three completed fiscal years (except that a transition period between

the last day of the Company’s previous fiscal year end and the first day of its new fiscal year that

comprises a period of at least nine months shall count as a completed fiscal year).

(e) “

Code

” shall mean the Internal Revenue Code of 1986, as amended.

(f) “

Company Group

” shall mean the Company and its Affiliates.

(g) “

Covered Executive

” shall mean any “executive officer” of the Company as

defined under the Dodd-Frank Rules, and, for the avoidance of doubt, includes each individual

identified as an executive officer of the Company in accordance with Item 401(b) of Regulation S-

K under the Exchange Act.

(h) “

Erroneously Awarded Compensation

” shall mean the amount of Clawback

Eligible Incentive Compensation that exceeds the amount of Incentive-Based Compensation that

otherwise would have been Received had it been determined based on the restated amounts,

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computed without regard to any taxes paid. With respect to any compensation plan or program

that takes into account Incentive-Based Compensation, the amount contributed to a notional

account that exceeds the amount that otherwise would have been contributed had it been

determined based on the restated amount, computed without regard to any taxes paid, shall be

considered Erroneously Awarded Compensation, along with earnings accrued on that notional

amount.

(i) “

Financial Reporting Measures

” shall mean measures that are determined and

presented in accordance with the accounting principles used in preparing the Company’s financial

statements, and all other measures that are derived wholly or in part from such measures. Stock

price and total shareholder return (and any measures that are derived wholly or in part from stock

price or total shareholder return) shall for purposes of this Policy be considered Financial

Reporting Measures. For the avoidance of doubt, a measure need not be presented in the

Company’s financial statements or included in a filing with the U.S. Securities and Exchange

Commission (the “SEC”) in order to be considered a Financial Reporting Measure.

(j) “

Incentive-Based Compensation

” shall mean any compensation that is granted,

earned or vested based wholly or in part upon the attainment of a Financial Reporting Measure.

(k) “

NYSE

” shall mean the New York Stock Exchange.

(l) “

Received

” shall mean the deemed receipt of Incentive-Based Compensation.

Incentive-Based Compensation shall be deemed received for this purpose in the Company’s

fiscal period during which the Financial Reporting Measure specified in the applicable Incentive-

Based Compensation award is attained, even if payment or grant of the Incentive-Based

Compensation occurs after the end of that period. For the avoidance of doubt, Incentive-Based

Compensation that is subject to both a Financial Reporting Measure vesting condition and a

service-based vesting condition shall be considered received when the relevant Financial

Reporting Measure is achieved, even if the Incentive-Based Compensation continues to be

subject to the service-based vesting condition.

(m) “

Restatement Trigger Date

” shall mean the earlier to occur of (i) the date the

Board, a committee of the Board, or the officer(s) of the Company authorized to take such action

if Board action is not required, concludes, or reasonably should have concluded, that the

Company is required to prepare an Accounting Restatement, or (ii) the date a court, regulator or

other legally authorized body directs the Company to prepare an Accounting Restatement. 

2. Administration

. This Policy shall be administered by the Compensation Committee of the Board

(the “Compensation Committee”). The Compensation Committee has full and final authority to interpret

and construe this Policy and to make to make all determinations under this Policy, in each case to the

extent permitted under the Dodd-Frank Rules and in compliance with (or pursuant to an exemption from

the application of) Section 409A of the Code. All determinations and decisions made by the

Compensation Committee pursuant to the provisions of this Policy shall be final, conclusive and binding

on all persons, including the Company, its Affiliates, its shareholders and all Covered Executives. Any

action or inaction by the Compensation Committee with respect to a Covered Executive under this Policy

in no way limits the Compensation Committee’s actions or decisions not to act with respect to any other

Covered Executive under this Policy or under any similar policy, agreement or arrangement, nor shall any

such action or inaction serve as a waiver of any rights the Company may have against any Covered

Executive other than as set forth in this Policy.

3. Recoupment of Erroneously Awarded Compensation

. Upon the occurrence of a Restatement

Trigger Date, the Company shall recoup Erroneously Awarded Compensation reasonably promptly, in the

manner described below. For the avoidance of doubt, the Company’s obligation to recover Erroneously

Awarded Compensation under this Policy is not dependent on if or when restated financial statements are

filed following the Restatement Trigger Date.

(a)

Process.

The Compensation Committee shall use the following process for

recoupment:

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(i) First, the Compensation Committee will determine the amount of any

Erroneously Awarded Compensation for each Covered Executive in connection with such

Accounting Restatement. For Incentive-Based Compensation based on (or derived from) stock

price or total shareholder return where the amount of Erroneously Awarded Compensation is not

subject to mathematical recalculation directly from the information in the applicable Accounting

Restatement, the amount shall be determined by the Compensation Committee based on a

reasonable estimate of the effect of the Accounting Restatement on the stock price or total

shareholder return upon which the Incentive-Based Compensation was Received (in which case,

the Company shall maintain documentation of such determination of that reasonable estimate

and provide such documentation to the NYSE).

(ii) Second, the Compensation Committee will provide each affected

Covered Executive with a written notice stating the amount of the Erroneously Awarded

Compensation, a demand for recoupment, and the means of recoupment that the Company will

accept.

(b)

Means of Recoupment.

The Compensation Committee shall have discretion to

determine the appropriate means of recoupment of Erroneously Awarded Compensation, which

may include without limitation: (i) recoupment of cash or shares of Company stock, (ii) forfeiture

of unvested cash or equity awards (including those subject to service-based and/or performance-

based vesting conditions), (iii) cancellation of outstanding vested cash or equity awards (including

those for which service-based and/or performance-based vesting conditions have been satisfied),

(iv) to the extent consistent with Section 409A of the Code, offset of other amounts owed to the

Covered Executive or forfeiture of deferred compensation, (v) reduction of future compensation,

and (vi) any other remedial or recovery action permitted by law. Notwithstanding the foregoing,

the Company Group makes no guarantee as to the treatment of such amounts under Section

409A of the Code, and shall have no liability with respect thereto. Except as set forth in Section

3(d) below, in no event may the Company Group accept an amount that is less than the amount

of Erroneously Awarded Compensation in satisfaction of a Covered Executive’s obligations

hereunder. 

(c)

Failure to Repay.

To the extent that a Covered Executive fails to repay all

Erroneously Awarded Compensation to the Company Group when due (as determined in

accordance with Section 3(a) above), the Company shall, or shall cause one or more other

members of the Company Group to, take all actions reasonable and appropriate to recoup such

Erroneously Awarded Compensation from the applicable Covered Executive. The applicable

Covered Executive shall be required to reimburse the Company Group for any and all expenses

reasonably incurred (including legal fees) by the Company Group in recouping such Erroneously

Awarded Compensation in accordance with the immediately preceding sentence.

(d)

Exceptions.

Notwithstanding anything herein to the contrary, the Company shall

not be required to recoup Erroneously Awarded Compensation if one of the following conditions is

met and the Compensation Committee determines that recoupment would be impracticable:

(i) The direct expense paid to a third party to assist in enforcing this Policy

against a Covered Executive would exceed the amount to be recouped, after the Company has

made a reasonable attempt to recoup the applicable Erroneously Awarded Compensation,

documented such attempts, and provided such documentation to the NYSE;

(ii) Recoupment would violate home country law where that law was adopted

prior to November 28, 2022, provided that, before determining that it would be impracticable to recoup

any amount of Erroneously Awarded Compensation based on violation of home country law, the

Company has obtained an opinion of home country counsel, acceptable to the NYSE, that

recoupment would result in such a violation and a copy of the opinion is provided to the NYSE; or

(iii) Recoupment would likely cause an otherwise tax-qualified retirement

plan, under which benefits are broadly available to employees, to fail to meet the requirements of

26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder.

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4. Reporting and Disclosure

. The Company shall file all disclosures with respect to this Policy in

accordance with the requirements of the Dodd-Frank Rules.

5. Indemnification Prohibition

. No member of the Company Group shall be permitted to indemnify

any current or former Covered Executive against (i) the loss of any Erroneously Awarded Compensation that

is recouped pursuant to the terms of this Policy, or (ii) any claims relating to the Company Group’s

enforcement of its rights under this Policy. The Company may not pay or reimburse any Covered Executive

for the cost of third-party insurance purchased by a Covered Executive to fund potential recoupment

obligations under this Policy.

6. Acknowledgment

. Each Covered Executive shall be required to sign and return to the Company

the acknowledgement form attached hereto as Exhibit A, pursuant to which such Covered Executive will

agree to be bound by the terms of, and comply with, this Policy. For the avoidance of doubt, each

Covered Executive will be fully bound by, and must comply with, the Policy, whether or not such Covered

Executive has executed and returned such acknowledgment form to the Company.

7. Amendment

;

Termination

. The Compensation Committee may amend or terminate this Policy

from time to time in its discretion, including to comply with (or maintain an exemption from the application

of) Section 409A of the Code or as and when it determines that it is legally required to do so by any

federal securities laws, SEC rule or the rules of any national securities exchange or national securities

association on which the Company’s securities are listed.

8. Other Recoupment Rights

. The Compensation Committee intends that this Policy be applied to

the fullest extent of the law and be interpreted in a manner consistent with the Dodd-Frank Rules. To the

extent the Dodd-Frank Rules require recovery of incentive-based compensation in additional

circumstances beyond those specified above, nothing in this Policy shall be deemed to limit or restrict the

right or obligation of the Company to recover incentive-based compensation to the fullest extent required

by the Dodd-Frank Rules. In addition, the Compensation Committee may require that any employment

agreement, equity award, cash incentive award, or any other agreement entered into on or after the

Effective Date be conditioned upon the Covered Executive’s agreement to abide by the terms of this

Policy. Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies or

rights of recoupment that may be available to the Company Group, whether arising under applicable law,

regulation or rule, pursuant to the terms of any other policy of the Company Group, pursuant to any

employment agreement, equity award, cash incentive award, or other agreement applicable to a Covered

Executive, or otherwise (the “Separate Clawback Rights”). Notwithstanding the foregoing, there shall be

no duplication of recovery of the same Erroneously Awarded Compensation under this Policy and the

Separate Clawback Rights, unless required by applicable law.

9. Successors

. This Policy shall be binding and enforceable against all Covered Executives and

their beneficiaries, heirs, executors, administrators or other legal representatives.

10. Governing Law; Venue

. This Policy and all rights and obligations hereunder are governed by

and construed in accordance with the internal laws of the State of North Carolina, excluding any choice of

law rules or principles that may direct the application of the laws of another jurisdiction. All actions arising

out of or relating to this Policy shall be heard and determined exclusively in the district court of the State

of North Carolina located in the county in which the Company’s principal executive offices are located or,

if such court declines to exercise jurisdiction or if subject matter jurisdiction over the matter that is the

subject of any such legal action or proceeding is vested exclusively in the U.S. federal courts, the U.S.

District Court for the Middle District of North Carolina.

11. Exhibit Filing Requirement

. This Policy and any amendments hereto shall be posted on the

Company’s website and filed as an exhibit to the Company’s annual report on Form 10-K.

12. Severability

. The provisions in this Policy are intended to be applied to the fullest extent of the

law. To the extent that any provision of this Policy is found to be unenforceable or invalid under any

applicable law, such provision shall be applied to the maximum extent permitted, and shall automatically

be deemed amended in a manner consistent with its objectives to the extent necessary to conform to any

limitations required under applicable law.

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Exhibit A

THE CATO CORPORATION

DODD-FRANK CLAWBACK POLICY

ACKNOWLEDGEMENT FORM

By signing below, the undersigned acknowledges and confirms that the undersigned has received

and reviewed a copy of The Cato Corporation Dodd-Frank Clawback Policy (the “

Policy

”). Capitalized

terms used but not otherwise defined in this Acknowledgement Form (this “

Acknowledgement Form

”)

shall have the meanings ascribed to such terms in the Policy.

By signing this Acknowledgement Form, the undersigned acknowledges and agrees that the

undersigned is and will continue to be subject to the Policy and that the Policy will apply both during and

after the undersigned’s employment with the Company Group. Further, by signing below, the undersigned

agrees to abide by the terms of the Policy, including, without limitation, by returning any Erroneously

Awarded Compensation to the Company Group reasonably promptly to the extent required by, and in a

manner permitted by, the Policy, as determined by the Compensation Committee of the Company’s

Board of Directors in its sole discretion, as well as the choice of law and exclusive venue provisions set

forth in the Policy.

Notwithstanding the provisions of the Company’s Amended and Restated Bylaws, as may be

amended, or any agreement between the undersigned and the Company providing for indemnification by

the Company of the undersigned, the undersigned agrees and acknowledges that the undersigned shall

not be entitled to any indemnification by the Company or any of its Affiliates thereunder, including any

advancement of expenses, in respect of any action, suit or proceeding by or against the Company or any

of its Affiliates regarding the recovery from the undersigned of Erroneously Awarded Compensation

pursuant to the Policy.

The undersigned acknowledges and agrees that the undersigned’s execution and delivery of this

Acknowledgement Form is a condition to the receipt by the undersigned of any Incentive-Based

Compensation after the Effective Date.

Sign: _____________________________

Name: [Associate]

Date: _____________________________