8-KLeadership ChangesRegulation FDExhibits & Filings

ROSS STORES, INC. 8-K Report, Executive Changes (Oct 28, 2024)

Filed October 28, 2024For Securities:ROST

Summary

Ross Stores, Inc. (ROST) announced a significant leadership transition in an 8-K filing on October 28, 2024. The Board of Directors has appointed James G. Conroy as the company's next Chief Executive Officer, effective February 2, 2025, which marks the beginning of fiscal year 2025. Mr. Conroy will join the company as Chief Executive Officer – Elect on December 2, 2024, and will report to Executive Chairman Michael Balmuth during this transition period. He will also be elected to the Board of Directors, increasing its size to 12 members. This appointment signals a planned succession, with current Vice Chair and CEO Barbara Rentler stepping down as CEO and an executive officer on February 1, 2025, at the end of the current fiscal year. Ms. Rentler will remain with the company as a Senior Advisor until March 31, 2027. Mr. Conroy brings extensive retail experience, most recently serving as President and CEO of Boot Barn Holdings, Inc., and has a proven track record in management and operations.

Key Highlights

  • 1James G. Conroy appointed as incoming CEO, effective February 2, 2025 (start of FY2025).
  • 2Mr. Conroy will join as Chief Executive Officer – Elect on December 2, 2024, reporting to Executive Chairman Michael Balmuth.
  • 3Barbara Rentler to transition from CEO and executive officer role on February 1, 2025, and will serve as Senior Advisor until March 31, 2027.
  • 4James G. Conroy elected to the Board of Directors, increasing its size to 12 members.
  • 5Mr. Conroy has significant experience as President and CEO of Boot Barn Holdings, Inc., and prior roles at Claire's Stores, Inc.
  • 6Mr. Conroy's compensation includes a base salary of at least $1,450,000, an annual incentive bonus target of 200% of salary, a $8,000,000 Restricted Stock Unit Award, a $7,625,000 sign-on bonus, and an initial Restricted Stock Award valued at $32,200,000.
  • 7Relocation assistance includes an $800,000 bonus and temporary housing.

Frequently Asked Questions

James G. Conroy has been appointed as the next Chief Executive Officer of Ross Stores, Inc. He will officially assume the CEO role effective February 2, 2025, which is the first day of the company's 2025 fiscal year. Prior to that, he will join the company as Chief Executive Officer – Elect on December 2, 2024.

Barbara Rentler will cease to serve as CEO and will no longer be an executive officer as of February 1, 2025, at the end of the current fiscal year. She will also step down from the Board of Directors at that time. Following this, Ms. Rentler will continue her employment with the company as a Senior Advisor until March 31, 2027.

Mr. Conroy, age 54, brings over 25 years of management and operational experience. Most recently, he served as President and CEO of Boot Barn Holdings, Inc. from 2012. Before that, he held executive positions at Claire's Stores, Inc., including Chief Operating Officer and Interim Co-CEO, and worked in consulting roles with firms like Kurt Salmon Associates and Deloitte Consulting.

Mr. Conroy's compensation includes a base salary of at least $1,450,000 annually, with a target annual incentive bonus of 200% of his salary starting in fiscal 2025. He will also receive a significant Restricted Stock Unit Award valued at $8,000,000, a sign-on bonus of $7,625,000 (subject to a one-year payback), and an initial Restricted Stock Award valued at $32,200,000. Additionally, he will receive relocation assistance, including an $800,000 bonus and temporary housing.