Doniel Sutton
Director at ROST
Board
About Doniel N. Sutton
Independent director of Ross Stores, Inc. since 2021; age 51 as of the 2025 Annual Meeting. Sutton is a senior human capital executive, currently Chief People Officer at Pinterest, and previously held CPO and senior HR roles across technology and financial services. The Board has determined she is independent under Nasdaq rules. No incumbent director, including Sutton, attended fewer than 75% of applicable meetings in fiscal 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pinterest, Inc. | Chief People Officer | Feb 2024–present | Human capital leadership across tech platform operations |
| Alteryx, Inc. | Chief People Officer | 2022–2023 | Scaled people operations in analytics software |
| Fastly, Inc. | Chief People Officer | 2020–2022 | Led HR for edge cloud platform |
| PayPal Holdings, Inc. | SVP, People; VP HR; Sr. Director HR | 2011–2019 | Global talent and HR operations for large-cap fintech |
| Prudential Financial, Inc. | VP, HR, Real Estate & Relocation | 2010–2011 | Corporate HR leadership |
| Bank of America Corp. | SVP HR (Home Loan Servicing & Technology); VP HR | 2005–2010; 2002–2005 | HR for large-scale ops/tech organizations |
| Honeywell International Inc. | HR leadership roles | 1997–2002 | Industrial/technology HR leadership |
External Roles
| Organization | Role | Tenure | Committees/Responsibilities |
|---|---|---|---|
| Morningstar, Inc. (Public) | Director | 2021–present | Audit Committee; Compensation Committee |
Board Governance
- Independence: The Board determined Sutton is independent under Nasdaq listing rules.
- Committee assignments (FY 2024):
- Compensation Committee member (9 meetings in FY 2024). Chairs: Bjorklund (through May 22, 2024), Bush (since May 22, 2024).
- Nominating & Corporate Governance Committee member and Chair since May 22, 2024 (5 meetings in FY 2024).
- Attendance: Board held 7 meetings; no incumbent director attended <75% of Board and applicable committee meetings. Independent directors held 7 executive sessions.
- Annual Meeting attendance: All sitting directors at the time attended the 2024 Annual Meeting.
- Director fee structure (FY 2024): Annual cash retainer $95,000; committee retainers—Audit $18,000, Compensation $12,000; committee chair retainers—Audit $60,000, Compensation $37,000, Nominating & Corporate Governance $20,000; Lead Independent Director retainer $25,000.
Fixed Compensation
| Fiscal Year | Cash Fees (USD) | Notes |
|---|---|---|
| 2024 | $117,000 | Aggregate of base retainer, committee, and applicable chair service in FY 2024 |
Performance Compensation
| Fiscal Year | Stock Award Type | Grant Date | Shares Granted | Grant-Date Fair Value (USD) | Vesting |
|---|---|---|---|---|---|
| 2024 | Restricted stock/RSU (annual equity retainer) | May 22, 2024 | 1,293 | $170,042 | Equal annual installments over 3 years of continued service |
Director equity program: Independent directors receive an annual equity retainer targeted at $170,000, granted at the annual meeting and vesting in equal tranches over three years; directors may elect deferral into RSUs. Aggregate annual independent director awards capped at $1,000,000 under the 2017 Equity Incentive Plan.
Other Directorships & Interlocks
| Company | Role | Interlocks/Conflicts |
|---|---|---|
| Morningstar, Inc. | Director; Audit & Compensation Committee member | Company reported no related person transactions in FY 2024; Compensation Committee disclosed no interlocks. |
Expertise & Qualifications
- Executive HR/human capital leadership across technology, fintech, and industrial firms; noted by the Nominating & Corporate Governance Committee as providing human capital leadership experience across industries.
- Governance leadership as Chair of the Nominating & Corporate Governance Committee since May 22, 2024.
- Experience on public company Audit and Compensation Committees (Morningstar).
Equity Ownership
| As of | Total Beneficial Ownership (Shares) | % of Outstanding | Unvested/Outstanding Director Equity | Notes |
|---|---|---|---|---|
| Mar 1, 2025 | 6,842 | <1% | 2,928 shares subject to vesting | Includes grants under 2017 Equity Incentive Plan |
- Ownership alignment: Director ownership guideline equals 5x the authorized base annual cash retainer; as of Feb 1, 2025, all independent Board members have met or are on track to meet guidelines within the five-year window.
- Hedging/pledging: Company policy prohibits short sales, hedging, and pledging by directors and officers.
Governance Assessment
- Strengths supporting investor confidence:
- Independent director with relevant human capital expertise; leads Nominating & Corporate Governance (since May 22, 2024).
- Robust engagement: no director below 75% attendance; committees active (Compensation 9, Nominating 5 meetings in FY 2024).
- Pay alignment for directors: balanced mix of cash and multi-year vesting equity; equity retainer vests over three years, promoting long-term alignment.
- Ownership alignment: Director stock ownership guidelines; insiders prohibited from hedging/pledging.
- No related-party transactions reported in FY 2024; no Compensation Committee interlocks.
- Watch items:
- Company Say-on-Pay support for 2024 was 76.3%, which is acceptable but below high 80s/90s often seen at peers; as a Compensation Committee member, Sutton remains a key steward for aligning executive pay and performance.
- Time commitments: Sutton holds a full-time CPO role at Pinterest and committee chair duties at Ross; while attendance met thresholds, continued monitoring of workload/attendance is prudent.
Overall: Sutton brings deep human capital expertise and active governance leadership, with no disclosed conflicts or related-party exposures and clear ownership alignment via multi-year vesting equity and stock ownership guidelines. These factors support board effectiveness and investor confidence.