8-KLeadership Changes

ROSS STORES, INC. 8-K Report, Executive Changes (Nov 24, 2015)

Filed November 24, 2015For Securities:ROST

Summary

Ross Stores, Inc. (ROST) has entered into a new employment agreement with James S. Fassio, its President and Chief Development Officer, extending his tenure through March 31, 2020. This agreement supersedes his previous contract and outlines a structured transition plan for his role. Mr. Fassio will continue as President and CDO until at least April 1, 2018, with potential for extensions through March 31, 2020, based on mutual agreement and his notification. Following this period, he is slated to transition to a Senior Advisor role until the agreement's conclusion. The agreement details Mr. Fassio's compensation, including a base salary of at least $975,000 while in his current role, eligibility for significant annual bonuses, and continued participation in stock awards. As Senior Advisor, his salary will be 75% of his final President and CDO salary, with adjusted bonus targets and continued eligibility for performance share awards. A key retention incentive includes a $775,000 bonus if he remains employed through March 31, 2020, along with lifetime executive medical and dental benefits for himself and his spouse, and coverage for a dependent child until age 26.

Key Highlights

  • 1New employment agreement signed with President and Chief Development Officer, James S. Fassio, extending through March 31, 2020.
  • 2Mr. Fassio to continue as President and CDO until at least April 1, 2018, with options for renewal up to March 31, 2020.
  • 3Transition to Senior Advisor role planned for April 1, 2018, concluding March 31, 2020.
  • 4Compensation includes a base salary of at least $975,000 as President/CDO, with bonuses and stock awards.
  • 5Senior Advisor compensation includes 75% of final President/CDO salary, adjusted bonus targets, and continued performance share awards.
  • 6A $775,000 retention bonus is payable if Mr. Fassio remains employed through March 31, 2020.
  • 7Extended executive medical and dental benefits for Mr. Fassio, his spouse, and a dependent child are included as part of the agreement.

Frequently Asked Questions

This 8-K filing primarily announces the new employment agreement between Ross Stores, Inc. and its President and Chief Development Officer, James S. Fassio, detailing the terms, duration, compensation, and transition plan for his role.

Mr. Fassio will continue as President and Chief Development Officer until at least April 1, 2018, with options for renewal. He will then transition to a Senior Advisor role through March 31, 2020. His compensation includes a base salary of at least $975,000 as President/CDO, bonuses, and stock awards. As Senior Advisor, he will receive 75% of his final salary, with adjusted bonuses and continued eligibility for performance share awards. A $775,000 retention bonus is also included.

In addition to salary and bonus potential, Mr. Fassio's agreement includes eligibility for Restricted Stock Awards and Performance Share Awards. Notably, if he remains employed through March 31, 2020, he and his spouse will receive lifetime executive medical and dental benefits, and a dependent child will be covered until age 26.

Yes, Mr. Fassio has the option to notify the Company by February 1, 2016, if he wishes to renew his role as President and CDO through March 31, 2019. If the Company approves this 'First Renewal,' he can then seek a further renewal through March 31, 2020, by February 1, 2017. If either renewal is not approved, he will transition to the Senior Advisor role on the scheduled date.