Catto, who steered the company through its float in March last year, was rewarded at the time with options over 2m shares.
These would have vested in three years at an exercise price of 50p if the fashion e-tailer met performance goals.
However, a spokesperson said these were effectively worthless unless its share price reached the float price of 50p again.
Boohoo’s shares have halved in value after heavy discounting and delivery issues over Christmas triggered a profit warning in January.
Trading has since picked-up, with the retailer last month posting a 27 per cent rise in full-year sales.
Boohoo yesterday awarded a total of 11.2m share options to 172m staff at an exercise price 25.75p. Catto’s 1.6m shares will vest in three years if Boohoo hits certain targets.