Michael Kobayashi
About Michael Kobayashi
Independent director at Grocery Outlet Holding Corp. since June 26, 2025; appointed as a Class I director with a term expiring at the 2026 annual meeting and designated to the Audit and Risk Committee. He brings 20+ years of executive leadership in retail technology, supply chain, and store operations from Ross Stores and began his career at Accenture. Education: B.S. in Managerial Economics, University of California, Davis. The Board determined he meets Nasdaq/SEC independence requirements and is qualified to serve on the Audit and Risk Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ross Stores, Inc. | President & Chief Capability Officer | Feb 2022 – Mar 2025 | Led large-scale technology transformations; strengthened supply chain, information systems, and data capabilities |
| Ross Stores, Inc. | President, Operations & Technology | Aug 2019 – Jan 2022 | Oversaw operations and technology integration; growth initiatives |
| Ross Stores, Inc. | Group EVP, Supply Chain, Allocation, Merchant Operations & Technology | 2015 – 2019 | Integrated supply chain and merchant ops; scaling infrastructure |
| Ross Stores, Inc. | EVP, Supply Chain, Inventory Allocation & Chief Information Officer | 2010 – 2014 | CIO leadership; supply chain modernization |
| Ross Stores, Inc. | Group SVP, Supply Chain & Chief Information Officer | 2008 – 2010 | CIO responsibilities; systems enhancements |
| Ross Stores, Inc. | SVP & Chief Information Officer | 2004 – 2008 | Enterprise IT leadership |
| Accenture plc | Partner | 2000 – 2004 | Consulting leadership; technology strategy |
| Accenture plc | Various roles of increasing responsibility | 1986 – 2004 | Technology and operations consulting |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ross Stores, Inc. | Advisor | Current (as of June 26, 2025) | Advisory capacity; not disclosed as public company director |
| Accenture plc | Former Partner | 2000 – 2004 | Global professional services leadership |
Board Governance
- Committee assignments: Audit & Risk Committee member (appointed upon joining the Board). Independence: Board determined he is independent and satisfies all applicable requirements for Audit & Risk Committee service. Term: Class I director to 2026 annual meeting.
- Board practices context: Independent directors meet regularly in executive session; Board and Committees conduct annual self-evaluations; majority voting standard for director elections; substantially independent Board with fully independent committees.
- Attendance context: In FY2024, the Board held 6 meetings; Audit & Risk 10; Compensation 6; Nominating & Corporate Governance 4. Each then-current director attended at least 75% of aggregate meetings on which they served. Note: Mr. Kobayashi joined after FY2024; his attendance will be disclosed in the next proxy.
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer (Board service) | 75,000 | Earned quarterly; no separate meeting fees; expenses reimbursed |
| Audit & Risk Committee – Member (non-Chair) | 15,000 | Annual cash retainer for committee service |
| Audit & Risk Committee – Chair | 25,000 | For context; not applicable unless appointed Chair |
| Compensation Committee – Member | 10,000 | For context; not currently assigned |
| Nominating & Corporate Governance – Member | 10,000 | For context; not currently assigned |
| Equity retainer (annual RSU grant) | 150,000 | Grant value; prorated if joining mid-cycle; number of shares = $150,000 / closing price on grant date |
| Director stock ownership guideline | 5× annual cash retainer | Expected to meet within 5 years; 50% net shares hold until met |
| Director Deferral Program | DSUs available | Cash and/or RSUs may be deferred into DSUs; settlement upon specified elections, change in control, or death |
- RSU vesting mechanics: Annual RSUs generally vest in full upon the earlier of 12 months from grant or the anniversary of the prior year’s annual meeting; vest in full upon a change in control; settled within 30 days post vesting.
Performance Compensation
Directors do not receive performance-based bonuses or PSUs; equity is time-based RSUs under the non-employee director policy.
| Metric | Detail |
|---|---|
| RSU vesting conditions | Earlier of 12 months from grant or anniversary of prior annual meeting; full vesting upon change in control; settlement within 30 days of vesting |
| Clawback/hedging | Company maintains clawback policies (Dodd-Frank/Nasdaq-compliant) for executives; directors prohibited from hedging and pledging under Securities Trading Policy |
Kobayashi 2025 RSU Grant
| Grant Date | Shares | Implied Price/Share | Vest Schedule | Source |
|---|---|---|---|---|
| 06/26/2025 | 11,839 | $12.67 | Earlier of next annual meeting or 06/02/2026; subject to continued service |
Other Directorships & Interlocks
| Company | Role | Status | Notes |
|---|---|---|---|
| Public company boards (other than GO) | None disclosed | N/A | No other public board roles disclosed in appointment filings/press release |
| Related-party transactions | None | N/A | 8-K states no Item 404(a) transactions, no family relationships; no arrangements underlying selection beyond standard process |
Expertise & Qualifications
- Deep retail operations, supply chain, and enterprise technology leadership from Ross Stores; led large-scale integration and data capabilities efforts.
- Consulting pedigree as Accenture Partner; Managerial Economics degree (UC Davis).
- Board placed him on Audit & Risk Committee, signaling confidence in oversight capabilities (Board noted Molloy as audit financial expert; Kobayashi meets committee requirements).
Equity Ownership
| As-of Date | Security | Amount | Ownership Form | % of Shares Outstanding |
|---|---|---|---|---|
| 06/26/2025 (Form 3) | None | 0 | N/A | 0.0000% |
| 06/26/2025 (Form 4) | RSUs | 11,839 | Direct (unvested) | ~0.0121% (11,839 / 98,005,068) |
- Hedging/pledging: Company policy prohibits directors from hedging or pledging Company stock, supporting alignment.
- Ownership guideline: Expected to reach 5× annual cash retainer within 5 years; must hold 50% net shares until met.
Insider Filings Summary
| Date | Form | Security | Amount | Price | Note |
|---|---|---|---|---|---|
| 06/27/2025 | Form 3 | N/A | 0 | N/A | Initial statement; no beneficial ownership |
| 06/27/2025 | Form 4 | RSUs | 11,839 | $12.67 | Annual equity retainer grant; vesting per director policy |
Governance Assessment
-
Strengths
- Independence affirmed; immediate placement on Audit & Risk Committee enhances oversight credibility.
- Skill set aligned with current Company priorities (ERP integration recovery, supply chain/technology execution).
- Director ownership guidelines and net share hold requirements promote alignment; hedging/pledging prohibitions reduce misalignment risk.
-
Watch items / potential red flags
- Director RSUs vest in full upon change-in-control (single-trigger), which can reduce at-risk alignment during control transactions.
- Korn Ferry provides both compensation consulting (to Compensation Committee) and executive search services to management; while the Committee disclosed independence safeguards and no conflicts, multi-role engagements warrant continued scrutiny. Fees for executive search in FY2024: $362,295.
- Board-level related-party exposure: leases with entities in which the Chairman/family have interests (FY2024 payments $7.4 million), though the Board asserts independence for committee members; continued monitoring of oversight around related-party transactions is prudent.
-
Attendance/engagement signal
- FY2024 attendance was strong across the Board (≥75% for all then-current directors); Mr. Kobayashi’s attendance record will be ascertainable in the 2026 proxy.
Committee Assignments (Current)
| Committee | Role | Since | Notes |
|---|---|---|---|
| Audit & Risk Committee | Member | 06/26/2025 | Meets independence and SEC/Nasdaq requirements for membership |
Fixed Compensation (Personalized View)
| Component | FY2025 Expected Amount ($) | Basis |
|---|---|---|
| Board cash retainer | 75,000 | Non-employee director policy |
| Audit & Risk Committee member retainer | 15,000 | Committee membership fee |
| Annual RSU grant (target value) | 150,000 | Non-employee director policy; prorated if mid-cycle |
Performance Compensation (Equity Mechanics)
| Feature | Term |
|---|---|
| RSU vesting | Earlier of 12 months from grant or anniversary of prior annual meeting; full vest on change-in-control; settlement within 30 days |
| Deferral | Eligible to defer RSUs and/or cash into DSUs; settlement elections include post-service or specified date, or upon change-in-control/death |
Other Directorships & Interlocks
- None disclosed for Mr. Kobayashi beyond advisory role at Ross Stores; Company’s Item 404(a) disclosure notes no related transactions for him.
Expertise & Qualifications
- Retail operations, supply chain, and enterprise technology execution; transformation leadership at scale (Ross Stores); consulting background; UC Davis economics degree.
Equity Ownership
- Initial: No beneficial ownership as of appointment (Form 3).
- Current grant: 11,839 RSUs from annual equity retainer (Form 4); ~0.0121% of 98,005,068 shares outstanding as of April 8, 2025.
Governance Signals Summary
- Net assessment: Appointment strengthens Board’s operational and technology oversight; independence and committee placement are positives for investor confidence. Monitor director equity single-trigger vesting, compensation consultant independence safeguards, and Board-level related-party lease oversight as ongoing governance risk factors.