8-KLeadership Changes

ROSS STORES, INC. 8-K Report, Executive Changes (Nov 5, 2015)

Filed November 5, 2015For Securities:ROST

Summary

This 8-K filing announces a significant executive appointment at Ross Stores, Inc. Brian Morrow has been hired as the President and Chief Merchandising Officer for dd's DISCOUNTS, a key division of the company. Mr. Morrow's extensive experience, including his recent role at Stein Mart, Inc., suggests a strategic move to strengthen the leadership and merchandising strategy for the dd's DISCOUNTS banner. The compensation package for Mr. Morrow is substantial, reflecting the importance of his role and his prior experience. It includes a significant base salary, performance-based bonuses, a large signing bonus, relocation assistance, and substantial restricted stock awards. These incentives are designed to attract and retain top talent, aligning the executive's interests with those of the company's shareholders.

Key Highlights

  • 1Appointment of Brian Morrow as President and Chief Merchandising Officer, dd's DISCOUNTS.
  • 2Mr. Morrow brings prior experience as President and Chief Merchandising Officer at Stein Mart, Inc.
  • 3Mr. Morrow's employment commences on December 7, 2015, and he will report to CEO Barbara Rentler.
  • 4The compensation package includes a base salary of $925,000 annually and a target bonus of 90% of salary.
  • 5Significant equity awards include two Restricted Stock Awards totaling approximately $5.45 million in notional value, with staggered vesting schedules.
  • 6Mr. Morrow will receive substantial bonuses, including a $1 million signing bonus and a $1 million relocation bonus, along with other hiring bonuses totaling $1.85 million.
  • 7The employment agreement includes standard provisions for severance, non-competition, non-solicitation, and arbitration.

Frequently Asked Questions

Brian Morrow has been appointed as the President and Chief Merchandising Officer for dd's DISCOUNTS, a division of Ross Stores, Inc. He has prior experience in similar executive roles, most recently as President and Chief Merchandising Officer at Stein Mart, Inc.

Mr. Morrow's compensation includes an annual base salary of $925,000, a target annual incentive bonus of 90% of salary, a $1 million signing bonus, a $1 million relocation bonus, other hiring bonuses totaling $1.85 million, and approximately $5.45 million in notional value of restricted stock awards with staggered vesting.

The substantial compensation package, including significant bonuses and equity awards, is intended to attract a seasoned executive with relevant experience and to offset incentives he is foregoing at his previous employer. It also aligns his interests with long-term shareholder value creation.

The agreement has an initial term through March 31, 2019, and includes provisions for severance, non-competition and non-solicitation clauses for 24 months post-termination, and arbitration of disputes, among other standard executive employment terms.