Edward Cannizzaro
Director at ROST
Board
About Edward G. Cannizzaro
Independent director since 2022; age 64 as of the 2025 Annual Meeting. Former Global Head of Quality, Risk, and Regulatory at KPMG International (2018–2022); prior National Managing Partner – Risk Management for KPMG U.S. and board member of KPMG LLP and KPMG Americas (2014–2018). Currently serves on the boards of PG&E Corporation and Pacific Gas and Electric Company and sits on both companies’ Audit Committees and PG&E Corporation’s Finance and Innovation Committee. The Nominating and Corporate Governance Committee emphasizes his accounting, risk management, and regulatory compliance expertise across industries .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG International | Global Head of Quality, Risk, and Regulatory; member of Global Management Team | 2018–2022 | Led global quality and risk oversight in regulated environments |
| KPMG LLP (U.S.) | National Managing Partner – Risk Management; Board member (KPMG LLP, KPMG Americas) | 2014–2018 | Directed risk management; governance responsibilities as board member |
| KPMG (Western U.S., Silicon Valley, Los Angeles) | Partner-in-Charge of Audit; Lead Engagement Partner | 1994–2016 | Oversaw audit practices in major markets; client leadership |
| KPMG | Client service roles with increasing responsibility | 1983–1994 | Progression to partnership; broad audit and advisory experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PG&E Corporation | Director | Since 2023 | Audit Committee; Finance & Innovation Committee |
| Pacific Gas and Electric Company | Director | Since 2023 | Audit Committee |
Board Governance
- Independence: Determined independent under Nasdaq listing rules .
- Committees: Audit Committee member; Audit Chair is Stephen D. Milligan. Audit Committee held 9 meetings in fiscal 2024, and members (including Cannizzaro) were “financially literate” . Nominating & Corporate Governance Committee member; committee held 5 meetings in fiscal 2024 .
- Attendance: Board met 7 times in fiscal 2024; no director attended fewer than 75% of Board and applicable committee meetings. Independent directors held 7 executive sessions without management .
- Board leadership: Separate Chair (Michael Balmuth) and CEO (James Conroy); Lead Independent Director K. Gunnar Bjorklund since 2023 .
- Director election support: 2025 vote results for Cannizzaro—For: 265,793,955; Against: 10,240,821; Abstain: 421,327; Broker non-vote: 16,183,745 .
Fixed Compensation
| Component (FY2024) | Amount | Detail |
|---|---|---|
| Annual cash retainer | $95,000 | Independent director retainer |
| Audit Committee member retainer | $18,000 | Committee member fee |
| Compensation Committee member retainer | $0 | Not a member |
| Nominating & Corporate Governance Committee member retainer | $0 | No separate member fee disclosed |
| Chair fees | $0 | Not a chair |
| Lead Independent Director stipend | $0 | Role held by Bjorklund |
| Total cash earned | $113,000 | Matches Director Compensation table |
Year-over-year director compensation:
| Metric | FY2023 | FY2024 |
|---|---|---|
| Fees Earned or Paid in Cash | $106,000 | $113,000 |
| Stock Awards (grant date fair value) | $165,026 | $170,042 |
| Total Compensation | $271,026 | $283,042 |
Standard non-employee director fees:
- Cash: $95,000 annual retainer; Audit Committee member $18,000; Compensation Committee member $12,000; Chairs—Audit $60,000, Compensation $37,000, Nominating & Corporate Governance $20,000; Lead Independent Director $25,000 .
Performance Compensation
Director equity grants and vesting:
| Grant | Grant Date | Shares/Units | Grant Value | Vesting |
|---|---|---|---|---|
| Annual equity retainer (FY2024) | May 22, 2024 | 1,293 shares or RSUs | $170,000 target (rounded) | 3-year, equal annual installments |
| Annual equity retainer (FY2023) | May 17, 2023 | 1,590 shares | $165,000 target (rounded) | 3-year, equal annual installments |
| Outstanding equity awards (FY2024 YE) | As of Feb 1, 2025 | 3,458 shares unvested | N/A | Subject to vesting under 2017 Plan |
- Directors may elect to defer equity into RSUs until separation or a specified year; aggregate annual award cap for any independent director is $1,000,000 under the 2017 Equity Incentive Plan .
Other Directorships & Interlocks
| Company | Relationship to Ross | Interlock/Related Party |
|---|---|---|
| PG&E Corporation; Pacific Gas and Electric Company | Independent board roles; no disclosed transactions with Ross | No reportable related person transactions in fiscal 2024 |
Expertise & Qualifications
- Recognized for accounting, audit, risk management, and regulatory compliance expertise; “financially literate” per Audit Committee determinations .
- Brings senior leadership experience from KPMG across audit oversight and risk governance, relevant to Audit Committee duties at Ross .
Equity Ownership
| Ownership Item | Detail |
|---|---|
| Total beneficial ownership | 4,905 shares; less than 1% of shares outstanding |
| Unvested shares counted within beneficial ownership | Includes 2,165 shares subject to vesting (2017 Equity Incentive Plan) |
| Unvested/outstanding director equity at FY2024 YE | 3,458 shares subject to vesting |
| Pledging/Hedging | Company policy prohibits hedging and pledging by directors; margin accounts also prohibited |
| Stock ownership guidelines | Directors must hold shares equal to 5x authorized base annual cash retainer |
| Compliance status | All independent Board members have met or are on track within the 5-year window as of Feb 1, 2025 |
Governance Assessment
- Strengths: Independent status; deep audit/risk credentials; Audit Committee membership and financial literacy; strong shareholder support in 2025 election; high board and committee attendance; robust director ownership guidelines and anti-hedging/pledging policy .
- Compensation alignment: Modest cash retainer plus multi-year vesting equity creates long-dated alignment; YoY fee increases reflect standardized board-wide adjustments rather than individual discretion .
- Conflicts/Related party: No related person transactions reported; Compensation Committee interlocks disclosed as none requiring Item 404 reporting. Section 16 delinquency note pertains to another director; no issues flagged for Cannizzaro .
- Shareholder sentiment: Say-on-Pay support cited at 76.3% in 2024 (proxy) and 2025 advisory vote approved, suggesting overall governance acceptance; environmental proposal on Scope 3 reporting was voted down in 2024, indicating shareholder preferences on ESG reporting scope/timing .