Gunnar Bjorklund
Lead Independent Director at ROST
Board
About Gunnar Bjorklund
K. Gunnar Bjorklund is Ross Stores’ Lead Independent Director (since 2023), age 66, and has served on the Board since 2003. His background spans private equity and strategic planning: Chairman of Rev360 LLC (2014–2024), Managing Director at Sverica International (1991–2014), Director of Corporate Strategic Planning at American Express (1987–1990), and consultant at McKinsey (1985–1987). The Nominating & Corporate Governance Committee highlights his executive and consulting experience with consumer-facing strategic planning; he is classified as an independent director under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rev360 LLC | Chairman | 2014–2024 | Executive/consulting experience noted by Nominating & Corporate Governance Committee |
| Sverica International | Managing Director | 1991–2014 | Executive/consulting experience |
| American Express | Director, Corporate Strategic Planning | 1987–1990 | Consumer-facing strategic planning expertise |
| McKinsey & Company | Management Consultant | 1985–1987 | Consulting background |
External Roles
| Category | Company/Role | Notes |
|---|---|---|
| Public company boards | None disclosed | No public company directorships listed in biography |
| Private/company roles | See Past Roles | Private executive roles summarized above |
Board Governance
- Lead Independent Director since 2023; Board has separated Chair and CEO roles to reinforce oversight. Bjorklund serves as liaison between Executive Chairman/CEO and independent directors.
- Committee memberships (FY2024): Compensation Committee (member; Chair through May 22, 2024), Nominating & Corporate Governance Committee (member). Not on Audit Committee.
- Independence: Board determined Bjorklund is independent under Nasdaq rules.
- Attendance: Board met 7 times in FY2024; no director attended fewer than 75% of Board and applicable committee meetings. Independent directors held 7 executive sessions without management.
- Annual meeting participation: All directors serving at the time attended the 2024 Annual Meeting.
- Say-on-Pay context: 2024 advisory approval was 76.3%, with program emphasizing performance-linked pay for executives.
Fixed Compensation
| Director Compensation (Fiscal 2024) | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $144,500 |
| Stock Awards (Grant-date fair value) | $170,042 |
| Total Compensation | $314,542 |
| Standard Director Fee Structure (Fiscal 2024) | Amount (USD) |
|---|---|
| Annual cash retainer (independent directors) | $95,000 |
| Audit Committee member retainer | $18,000 |
| Compensation Committee member retainer | $12,000 |
| Committee Chair retainers (Audit/Comp/Nom-Gov) | $60,000 / $37,000 / $20,000 |
| Lead Independent Director retainer | $25,000 |
| Annual equity retainer (restricted stock/RSU) | $170,000 grant; 1,293 shares granted on May 22, 2024; 3-year ratable vesting |
Notes:
- At FY-end, Bjorklund had 2,928 shares subject to vesting from director equity awards.
Performance Compensation
Directors do not receive performance-based incentives; compensation is cash retainers and time-vested equity only. However, as Compensation Committee Chair through May 22, 2024, Bjorklund oversaw executive incentive structures based on adjusted pre-tax earnings.
| Incentive Compensation Plan (FY2024) | Percent of Earnings Target Achieved | Payout (% of Target Annual Cash Bonus) |
|---|---|---|
| Threshold | <80% | 0% |
| 80% | 80% | 50.00% |
| 85% | 85% | 62.50% |
| 90% | 90% | 75.00% |
| 95% | 95% | 87.50% |
| 100% (Target) | 100% | 100.00% |
| 105% | 105% | 140.00% |
| 110% | 110% | 165.00% |
| 115% | 115% | 185.00% |
| 120% (Max) | 120% | 200.00% |
| Actual FY2024 outcome | — | 158.9% of target |
| Performance Share Awards (FY2024) | Percent of Earnings Target Achieved | Shares Issued (% of Target) |
|---|---|---|
| Threshold | <90% | 0% |
| 90% | 90% | 66.70% |
| 100% (Target) | 100% | 100.00% |
| 120% (Max) | 120% | 200.00% |
| Actual FY2024 outcome | — | 143.9% of target (settling Mar 21, 2025; then time-based vesting) |
Most important performance measure selected by the Committee: pre-tax earnings (basis for adjusted pre-tax earnings) linking compensation to company performance.
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Compensation Committee interlocks | None. FY2024 committee members (Bjorklund, Bush, Mueller, Sutton) had no relationships requiring Item 404 related-person disclosure; no interlocking compensation committee roles with other companies. |
| Related-person transactions | None reportable for FY2024. |
Expertise & Qualifications
- Executive and consulting background with consumer-facing strategic planning (Rev360, Sverica; American Express strategy; McKinsey).
- Governance experience as Lead Independent Director and former Compensation Committee Chair.
- The Board values his consulting and strategic planning expertise for an off-price retailer.
Equity Ownership
| Ownership Metric | Value |
|---|---|
| Beneficial ownership (as of Mar 1, 2025) | 40,410 shares; less than 1% of outstanding |
| Unvested shares included in beneficial ownership | 1,635 shares under the 2017 Equity Incentive Plan remain subject to vesting |
| Outstanding director equity awards subject to vesting at FY-end | 2,928 shares |
| Stock ownership guidelines (directors) | 5x authorized base annual cash retainer; 5-year compliance window |
| Compliance status | All independent Board members have met or are on track to meet within window |
| Hedging/pledging | Prohibited for directors under Insider Trading Policy; Rule 10b5-1 plans permitted |
Governance Assessment
- Independence and role: Lead Independent Director with oversight across Compensation and Nominating & Corporate Governance; strong separation of Chair and CEO enhances oversight quality.
- Engagement: Adequate meeting cadence and attendance; seven executive sessions of independent directors signal active oversight.
- Pay alignment: Director pay mix standard (cash + time-vested equity); executive pay overseen by his committee is highly performance-based with clear, simple metrics (adjusted pre-tax earnings).
- Ownership alignment: Meaningful guidelines (5x retainer); compliance/on-track; hedging/pledging banned.
- Conflicts/related-party risk: No related-person transactions disclosed; no compensation committee interlocks; no public company interlocks identified in biography.
- RED FLAGS: None evident from disclosures—no related-party transactions, no hedging/pledging, attendance above thresholds, and independent status affirmed. Continued monitoring of equity ownership levels and committee transitions is warranted.