George Orban
Director at ROST
Board
About George P. Orban
George P. Orban, age 79, is an independent director of Ross Stores, Inc. and has served on the Board since 1982. He is Managing Partner of Orban Partners (since 1984) and previously served as Chairman of the Board at Ross (2021–2023) and Chairman/CEO of Egghead.com, Inc. (Chairman 1997–2001; CEO 1997–1999). The Board affirms Orban’s independence under Nasdaq listing standards and notes his executive retail experience and longstanding familiarity with Ross .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ross Stores, Inc. | Chairman of the Board | 2021–2023 | Board leadership; separation of Chair/CEO maintained during his term |
| Egghead.com, Inc. | Chairman; Chief Executive Officer | Chairman 1997–2001; CEO 1997–1999 | Led online retail operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Orban Partners (private investment company) | Managing Partner | Since 1984 | Private investment; source of significant ROST share ownership via Orban Partners |
Board Governance
- Independence: The Board determined Orban is independent under Nasdaq rules .
- Attendance: The Board held seven meetings in FY2024; no incumbent director attended fewer than 75% of Board and applicable committee meetings. Independent directors held seven executive sessions without management .
- Annual Meeting: All directors who were serving at the time attended the 2024 Annual Meeting .
- Committee memberships: Orban served on the Nominating & Corporate Governance Committee in FY2024 (five meetings; chaired by Mueller through May 22, 2024 and Sutton thereafter) .
| Committee | Role | FY2024 Meetings | Chair |
|---|---|---|---|
| Nominating & Corporate Governance | Member | 5 | Mueller (through 5/22/2024), Sutton (since 5/22/2024) |
| Director Election Vote Results | 2023 | 2024 | 2025 |
|---|---|---|---|
| For | 276,905,304 | 269,977,544 | 260,628,895 |
| Against | 15,004,783 | 11,401,854 | 15,551,589 |
| Abstain | 103,656 | 157,349 | 275,619 |
| Broker Non-Votes | 19,577,557 | 19,969,597 | 16,183,745 |
Fixed Compensation
| Component (Fiscal 2024) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $95,000 |
| Stock Awards (grant-date fair value) | $170,042 |
| Total | $265,042 |
| Standard Director Fees (FY2024) | Amount |
|---|---|
| Annual cash retainer (independent directors) | $95,000 |
| Audit Committee member retainer | $18,000 |
| Compensation Committee member retainer | $12,000 |
| Audit Committee Chair | $60,000 |
| Compensation Committee Chair | $37,000 |
| Nominating & Corporate Governance Chair | $20,000 |
| Lead Independent Director retainer | $25,000 |
| Equity Retainer Details (FY2024 award) | Grant Date | Shares/Units | Grant Value | Vesting |
|---|---|---|---|---|
| Annual restricted stock/RSU | May 22, 2024 | 1,293 shares or RSUs | $170,000 (rounded to whole shares) | Equal annual installments over 3 years |
| Outstanding Unvested Director Equity (FY-end) | Shares |
|---|---|
| Orban unvested restricted shares | 4,130 |
Performance Compensation
| Component | Performance Metric | Details |
|---|---|---|
| Annual director equity retainer | None (time-based vesting) | Grants vest in equal annual installments over three years; directors may elect to defer receipt into RSUs |
Policies affecting risk and alignment:
- Stock ownership guidelines: Directors must hold shares with a value equal to 5x authorized base annual cash retainer; compliance expected within five years. As of Feb 1, 2025, all independent Board members have met or are on track to meet guidelines .
- Hedging/pledging: Insider Trading Policy prohibits short sales, hedging, and pledging of Company securities by directors; Rule 10b5-1 trading plans permitted .
Other Directorships & Interlocks
- Current public company boards: None disclosed in Orban’s biography .
- Compensation Committee interlocks: Committee members disclosed; Company reports no interlocks or related person transactions for the Compensation Committee in FY2024 .
Expertise & Qualifications
- Executive retail and governance: Longstanding familiarity with Ross; prior Chair of Ross; seasoned operator/investor (Orban Partners); prior Chairman/CEO of Egghead.com .
- Independence and governance depth: Active member of Nominating & Corporate Governance Committee; Board conducts annual self-evaluations and maintains separate Chair/CEO roles and a Lead Independent Director structure .
Equity Ownership
| Metric | Amount/Status |
|---|---|
| Total beneficial ownership | 5,664,694 shares |
| Ownership as % of shares outstanding | 1.7% |
| Orban Partners holdings | 4,342,208 shares (Orban is general and managing partner) |
| Trusts (indirect, Orban holds voting/dispositive power) | 828,899 shares |
| Testamentary trust (co‑executor; shared voting/disposition; no pecuniary interest) | 86,590 shares |
| Unvested restricted shares (director grant) | 4,130 shares |
| Director ownership guideline | 5x base annual cash retainer; all independent directors met or on track (as of 2/1/2025) |
| Hedging/pledging | Prohibited by policy for directors |
Insider Trades
| Date | Transaction | Shares | Notes |
|---|---|---|---|
| April 2, 2024 | Charitable gift | 20,500 | Late Form 4 filing noted in proxy |
| April 2, 2024 | Distributions from partnership to three trusts | Not disclosed | Late Form 4 filing; distributions to trusts held indirectly by Orban |
Say‑on‑Pay & Shareholder Feedback
| Advisory Vote on Executive Compensation | 2023 | 2024 | 2025 |
|---|---|---|---|
| For | 272,110,522 | 214,709,612 | 236,999,371 |
| Against | 19,653,685 | 66,573,375 | 38,588,452 |
| Abstain | 249,536 | 253,760 | 868,280 |
| Broker Non‑Votes | 19,577,557 | 19,969,597 | 16,183,745 |
Governance Assessment
- Strengths: Independent status; deep company knowledge with service since 1982; significant “skin‑in‑the‑game” equity ownership (1.7% of outstanding), much via Orban Partners; adherence to robust director ownership guidelines; hedging/pledging prohibited; Board maintains majority voting standard, proxy access, and regular executive sessions, supporting investor oversight confidence .
- Committee contribution: Active on Nominating & Corporate Governance during a year of CEO transition and ongoing ESG oversight; committee met five times and manages director selection, governance policies, and stockholder relations .
- Pay structure: Balanced cash/equity retainer; equity vests time‑based (no performance metric), which is standard for directors; opportunity to defer grants to RSUs enhances long‑term alignment .
- Risks/Red Flags: Late Section 16(a) Form 4 filing for April 2, 2024 transactions (charitable gift and trust distributions) is a compliance flag, though the nature suggests administrative timing rather than trading issues; large holdings via Orban Partners concentrate influence but align interests; no related party transactions reported in FY2024 .