Gregory A. Sandfort
GENESCOAbout Gregory A. Sandfort
Gregory A. Sandfort (age 69) serves as Genesco’s Lead Independent Director and sits on the Audit and Compensation Committees; he is designated an “audit committee financial expert.” He joined Genesco’s Board in May 2021 and brings 40+ years of retail leadership, including CEO roles at Tractor Supply and senior operating roles at Michaels Stores. The Board has determined he is independent under NYSE and SEC rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tractor Supply Company (TSCO) | Chief Executive Officer; Director | CEO May 2016–Jan 2020; Director Feb 2013–May 2020; strategic advisor Jan–Aug 2020 | Led operating transformation; capital allocation expertise; merchandising and omnichannel leadership cited by GCO |
| Michaels Stores, Inc. | President & COO; EVP – General Merchandise Manager | Jan 2004–Aug 2007 (EVP Jan 2004–Feb 2006; President & COO Mar 2006–Aug 2007) | Multi-store operations, merchandising and cost discipline experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| WD‑40 Company (WDFC) | Director; Chair of the Board | Director since 2011; Chair since Oct 2020 | Served on Finance and Compensation Committees (member/chair across periods); committee service through Dec 12, 2024 |
| Kirkland’s, Inc. (KIRK) | Director | Prior role | Determined “audit committee financial expert”; served on Audit Committee in 2018 |
Board Governance
- Independence: Determined independent; serves as Lead Independent Director (LID).
- Committees: Audit Committee member (Meixelsperger, Chair; Bilunas; Sandfort); Compensation Committee member (Lambros, Chair; Barsh; Sandfort).
- Committee meeting cadence (FY2025): Audit (12); Compensation (7); Nominating & Governance (4).
- Attendance: No director attended fewer than 75% of combined board/committee meetings in FY2025; all directors attended the most recent Annual Meeting.
- LID responsibilities: Approving calendars, agenda input, presiding over independent director executive sessions, shareholder liaison duties.
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Annual director cash retainer | $90,000 | Standard non‑employee director retainer |
| Lead Independent Director fee | $35,000 | Additional annual cash retainer for LID |
| Committee chair fees | Audit $30,000; Compensation $25,000; Nominating $20,000 | Not applicable to Sandfort in FY2025 (member, not chair) |
| Equity grant value (annual) | $120,000 | Restricted stock; vests on earlier of 2025 AGM or first anniversary |
| Sandfort FY2025 cash fees (actual) | $125,000 | Director retainer + LID fee |
| Sandfort FY2025 stock awards (grant‑date value) | $111,464 | Annual director restricted stock grant |
| Sandfort FY2025 total director compensation | $236,464 | Sum of cash + stock award value |
Performance Compensation
- Directors are compensated with time‑based restricted stock; no performance‑linked director equity (e.g., PSUs) is disclosed for non‑employee directors.
Other Directorships & Interlocks
- Current public company boards: WD‑40 Company (Chair of the Board; Director).
- Prior public company boards: Kirkland’s, Inc.; Tractor Supply Company.
- Compensation Committee interlocks: None reported at Genesco in FY2025.
- WD‑40 Compensation Committee interlocks: None during FY2025.
Expertise & Qualifications
- Financial expertise: Audit Committee Financial Expert designation.
- Industry/functional experience: Retail/consumer, operations management, ecommerce/digital, financial/transactional/regulatory compliance. Board matrix shows Sandfort with public company leadership, senior leadership, operations, retail, ecommerce, and financial/compliance experience.
- Governance leadership: Lead Independent Director role with executive session leadership and shareholder liaison responsibilities.
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 39,991 | As of April 28, 2025 |
| Shares outstanding | 10,779,524 | As of April 28, 2025 |
| Ownership % of outstanding | 0.37% | 39,991 / 10,779,524 |
| Unvested director restricted shares (Sandfort) | 4,540 | Outstanding at FY2025 year‑end |
| Director ownership guideline | 5× annual cash retainer | Directors expected to meet in 5 years |
| Guideline compliance status | All non‑employee directors complied or within window | Company disclosure (director‑level aggregate) |
| Anti‑hedging policy | Hedging prohibited for directors and officers | Aligns interests with shareholders |
Governance Assessment
- Board effectiveness: Sandfort’s LID role and dual committee service (Audit, Compensation) plus Audit Committee Financial Expert designation strengthen oversight of financial reporting and pay practices; robust committee cadence (Audit 12; Compensation 7) indicates active governance.
- Alignment and incentives: Director pay mix balances cash and equity; equity is time‑based (not performance‑based), with ownership guidelines at 5× cash retainer and anti‑hedging prohibitions supporting alignment.
- Conflicts and related‑party transactions: Company reports no related‑party transactions requiring disclosure; initial 2021 appointment also noted no Item 404(a) transactions.
- Shareholder signals: Prior say‑on‑pay support was strong (92.2% in 2024), suggesting investor comfort with compensation governance broadly.
- Oversight transitions: Auditor change from EY to Deloitte in 2025 was overseen by the Audit Committee; no disagreements or reportable events disclosed, signaling orderly transition.
- Potential red flags: None specific to Sandfort disclosed (no pledging, no attendance issues, no related‑party ties). Note the company’s reported CEO pay ratio (778:1) could draw broader governance scrutiny, though not director‑specific.