Thomas M. Ryan
FIVE BELOWAbout Thomas M. Ryan
Thomas M. Ryan (age 72) has served as an independent director of Five Below since 2011 (≈14 years of service). He is an Operating Partner at Advent International and formerly served as Chairman, President and CEO of CVS Caremark (now CVS Health), bringing deep public-company retail leadership and risk-oversight experience. He currently serves on the board of PJT Partners and has previously served on the boards of Bank of America, Yum! Brands, and Vantiv . FIVE’s board has determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CVS Health (CVS Caremark/ CVS Corporation) | CEO (1998–2011); Chairman (CVS Corp 1999–2007; CVS Health 2007–2011); President (prior to retirement in 2011) | 1998–2011 | Led one of the largest U.S. retailers; extensive operating and governance oversight experience |
| Advent International | Operating Partner | Since 2011 | Operating Partner Program; private equity operating expertise |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| PJT Partners | Director | Current | Current public company directorship |
| Bank of America | Director | Former | Prior public company board service |
| Yum! Brands | Director | Former | Prior public company board service |
| Vantiv | Director | Former | Prior public company board service |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Independent director under Nasdaq rules |
| Committees | Compensation Committee (member); Nominating & Corporate Governance Committee (member) |
| Committee Chairs | Compensation Committee Chair: Michael F. Devine; Nominating & Corporate Governance Chair: Kathleen S. Barclay (Ryan is not a chair) |
| Board/Committee Meetings (FY2024) | Board: 7; Audit: 6; Compensation: 4; NCGC: 3 |
| Attendance | Each director attended ≥75% of board and applicable committee meetings in FY2024; all directors then serving attended the 2024 annual meeting |
| Executive Sessions | Independent directors meet in executive session at least twice per year; chaired by NCGC Chair |
| Board Structure | Declassified beginning with 2025 meeting; annual elections |
Fixed Compensation (Director)
| Component | FY2024 Policy/Pay | Notes |
|---|---|---|
| Annual cash retainer | $90,000 (increased from $85,000 effective June 11, 2024) | Paid quarterly; pro-rated as needed |
| Committee chair retainers | Audit Chair $35,000; Comp Chair $30,000; NCGC Chair $25,000 (each up $5,000 effective June 11, 2024) | Ryan is not a chair |
| Additional board chair retainer | Non-executive Chair: $80,000 | Not applicable to Ryan |
| Additional FY2024 retainer | $30,000 additional cash retainer for Ryan (for time beyond ordinary duties) | Explicit, one-time FY2024 action |
| Meeting fees | None; travel expenses reimbursed | |
| Ryan’s FY2024 actual cash fees | $118,000 | Includes portion taken in stock; Ryan elected $86,308 of fees in stock |
Performance Compensation (Director)
| Equity Element | FY2024 Grant Value | Vesting | Performance Conditions |
|---|---|---|---|
| Annual RSU grant (non-employee director) | $174,945 | Vests at next annual meeting (one-year) | None (time-based) |
Directors may elect to receive some/all cash retainers in stock; Ryan elected to receive $86,308 in stock for FY2024 fees .
Other Directorships & Interlocks
- Current public boards: PJT Partners (director) .
- Prior public boards: Bank of America, Yum! Brands, Vantiv .
- Compensation committee interlocks: None disclosed; no executive officer of FIVE served on a board/compensation committee of an entity with a FIVE director serving as an executive officer in FY2024 .
- Related-party transactions: None identified during or after FY2024 requiring disclosure under policy .
Expertise & Qualifications
- Retail operating leadership and public company management (former CVS CEO/Chair) .
- Financial literacy and risk oversight; extensive board service .
- Independent status; service on compensation and governance committees .
Equity Ownership
| Metric | Amount |
|---|---|
| Total beneficial ownership | 116,872 shares (includes 1,454 RSUs vesting within 60 days and 104,050 shares held in a trust) |
| Ownership as % of shares outstanding | <1% (per table notation) |
| Director stock ownership guideline | 5× highest annual cash retainer; all covered directors were in compliance as of Jan 2, 2025 |
| Hedging/pledging | Prohibited for directors under Insider Trading Policy (no hedging, no pledging, no margin) |
Governance Assessment
-
Strengths
- Independent, long-tenured operator with large-cap retail CEO experience; sits on Comp and Nominating/Governance committees, aligning expertise with fiduciary duties .
- Strong engagement indicators: met attendance threshold; board conducts independent executive sessions; all directors attended 2024 annual meeting .
- Director pay structure balanced (cash retainer + time-based RSUs) with optional stock in lieu of cash, promoting alignment; Ryan elected to take a material portion of fees in stock .
- No related-party transactions; hedging/pledging prohibited; director ownership guidelines in force and in compliance as of Jan 2, 2025 .
-
Watch items
- Long tenure (~14 years) can raise independence-perception questions for some investors despite formal independence; continued refreshment and declassification to annual elections partially mitigate .
- Additional $30,000 cash retainer in FY2024 for incremental time is reasonable but should remain exceptional and clearly justified going forward to avoid pay creep .
-
Broader signals
- Say-on-Pay support was strong at ~96% in June 2024, suggesting shareholder confidence in compensation governance overall (not director-specific but relevant to committee oversight) .
RED FLAGS
- None disclosed: no related-party transactions, no hedging/pledging, no attendance shortfalls, and no disclosed conflicts tied to his external roles .
Appendix: Director Compensation (FY2024) – Ryan
| Component | Amount ($) |
|---|---|
| Fees earned/paid in cash | 118,000 |
| Stock awards (annual RSU) | 174,945 |
| Total | 262,945 |
| Portion of fees taken in stock | 86,308 |