Ronald L. Sargent
FIVE BELOWAbout Ronald L. Sargent
Ronald L. Sargent, 69, has served on Five Below’s board since 2004. He is a seasoned retail executive, formerly CEO (2002–June 2016) and Chairman (2005–January 2017) of Staples, Inc., and currently serves as Interim Chief Executive Officer and Chair of the Board of The Kroger Co.; he is also a director of Wells Fargo & Co. where he chairs the Human Resources Committee and sits on the Governance & Nominating and Audit Committees. Five Below’s board has determined Sargent is independent under Nasdaq rules. Attendance disclosures indicate all directors met at least the 75% threshold in fiscal 2024 and all attended the 2024 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Staples, Inc. | Chief Executive Officer | 2002 – June 2016 | Led office supply retailer; executive experience cited as qualification for FIVE board |
| Staples, Inc. | Chairman of the Board | 2005 – January 2017 | Board leadership experience |
| The Home Depot, Inc. | Director (prior) | Not disclosed | Prior public company directorship |
| Mattel, Inc. | Director (prior) | Not disclosed | Prior public company directorship |
External Roles
| Company | Role | Committees |
|---|---|---|
| The Kroger Co. | Interim Chief Executive Officer and Chair of the Board | Previously Lead Director; Chair of Governance; Member of Audit and Public Responsibilities Committees |
| Wells Fargo & Co. | Director | Chair of Human Resources; Member of Governance & Nominating and Audit Committees |
Board Governance
- Committee memberships: Compensation Committee; Nominating & Corporate Governance Committee; not on Audit Committee.
- Committee chairs: Michael F. Devine (Compensation), Kathleen S. Barclay (Nominating & Corporate Governance), Dinesh S. Lathi (Audit). Sargent is not a chair.
- Independence: Board determined Sargent is independent under Nasdaq rules and committee independence standards.
- Meetings & attendance: Fiscal 2024 included 7 board, 6 audit, 4 compensation, 3 nominating meetings; each director attended at least 75% and all directors attended the 2024 annual meeting. Independent directors meet in executive session at least twice per year, chaired by the Nominating & Corporate Governance Chair.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $90,000 | Effective June 11, 2024; board increased by $5,000 following Meridian review |
| Committee chair fees | $30,000 (Comp), $35,000 (Audit), $25,000 (NCGC) | Paid to chairs; Sargent not a chair |
| Annual equity grant (RSUs) | $175,000 FV | Vest on next annual meeting; increased by $10,000 effective June 11, 2024 |
| Fiscal 2024 actual – Fees earned (cash) | $88,000 | Director compensation table (Sargent line) |
| Fiscal 2024 actual – Stock awards (FV) | $174,945 | Director compensation table (Sargent line) |
| Fiscal 2024 actual – Total | $262,945 | Director compensation table (Sargent line) |
| Meeting fees | None | Directors reimbursed for travel; option to take cash retainer in stock |
| Fiscal 2025 changes | None anticipated | No changes to director compensation for fiscal 2025 |
Performance Compensation
| Award Type | Grant Value | Units Outstanding at FY-End | Vesting Schedule | Performance Metrics |
|---|---|---|---|---|
| RSUs (annual director grant) | $174,945 | 1,454 | Vest on date of next Annual Meeting (June 12, 2025) | Not applicable (time-based; no performance metrics) |
Directors’ equity is structured as time-based RSUs vesting at the next annual meeting; Five Below does not disclose performance-based metrics for director compensation.
Other Directorships & Interlocks
| Company | Sector | Role/Committee | Interlock/Conflict Notes |
|---|---|---|---|
| The Kroger Co. | Grocery retail | Interim CEO, Chair; prior governance/audit/public responsibilities | No related-party transactions reported by FIVE in or after fiscal 2024; time-commitment monitored via attendance |
| Wells Fargo & Co. | Financial services | Director; Chair HR; Member Governance & Nominating, Audit | No compensation committee interlocks; independence maintained |
| The Home Depot, Inc. | Home improvement retail | Prior director | Historical role; no current interlock reported |
| Mattel, Inc. | Consumer products | Prior director | Historical role; no current interlock reported |
Expertise & Qualifications
- Long-tenured independent director (since 2004) with extensive retail leadership and board governance experience.
- Executive leadership as CEO/Chair (Staples) and current interim CEO/Chair (Kroger), providing operational, strategy, and human capital oversight expertise.
- Financial oversight exposure via service on audit committees at Kroger and Wells Fargo.
Equity Ownership
| Item | Amount/Detail | As-of Date |
|---|---|---|
| Shares beneficially owned | 104,374 | April 15, 2025 |
| Ownership % of shares outstanding | <1% | 55,055,966 shares outstanding as of record date |
| Breakdown (indirect holdings) | 93,619 via Sargent Family Investment, LLC; 3,211 via Sargent Family Foundation | Footnote details |
| RSUs vesting within 60 days | 1,454 units | Within 60 days of April 15, 2025 |
| Stock ownership guideline | ≥5x highest annual cash retainer (directors); all were in compliance as of Jan 2, 2025 | Policy and compliance status |
| Hedging/pledging | Prohibited by Insider Trading Policy (derivatives, hedging, pledging, margin accounts) | Policy overview |
Compensation Structure Analysis
- Board engaged independent consultant Meridian; effective June 11, 2024 increased director cash retainer (+$5k), equity grant (+$10k), and committee chair retainers (+$5k), aligning with market.
- No changes anticipated for fiscal 2025; consistent structure supports alignment through annual time-based RSUs and cash retainers.
- Directors may elect to receive cash retainers in stock, promoting ownership alignment.
Board Policies, Risk Controls, and Shareholder Signals
- Clawback policies apply to executives and VP+ employees; administered by the Compensation Committee.
- Related party transactions policy overseen by Audit Committee; none identified requiring review or disclosure for fiscal 2024 or subsequent period.
- Say-on-Pay: ~96% approval at June 2024 annual meeting, indicating strong shareholder support for compensation practices.
- Key governance practices include independent consultant, stock ownership guidelines, restrictions on hedging/pledging, and majority performance-based long-term incentives for executives.
Governance Assessment
- Strengths: Independence; multi-committee service (Compensation; Nominating & Corporate Governance); long tenure; strong external governance credentials; compliance with director ownership guidelines; prohibitions on hedging/pledging; robust related-party review; high say-on-pay support.
- Engagement: Attendance met board thresholds; all directors attended 2024 annual meeting; independent director executive sessions held at least twice annually.
- Potential risks/considerations: Concurrent leadership role at Kroger may create time-commitment pressures; monitor attendance/committee workload and any future related-party exposures—none reported to date.
- RED FLAGS (none disclosed): No pledging/hedging; no related-party transactions; no compensation committee interlocks; no tax gross-ups.