James Conroy
ROSS STORESAbout James Conroy
James G. Conroy is Ross Stores’ Chief Executive Officer and a member of the Board of Directors. He joined Ross on December 2, 2024 as CEO‑Elect and became CEO on February 2, 2025; he was age 54 at appointment and previously served as President & CEO of Boot Barn since 2012, with earlier executive roles at Claire’s and consulting roles at Kurt Salmon Associates and Deloitte . Ross’ executive compensation is primarily tied to adjusted pre‑tax earnings, emphasizing simplicity, objectivity, and alignment; hedging and pledging are prohibited, and clawback provisions compliant with Nasdaq standards are in place .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Boot Barn Holdings, Inc. | President & CEO | 2012–Nov 2024 | Led a leading lifestyle retailer operating 400+ locations across 46 states and e‑commerce |
| Claire’s Stores, Inc. | COO and Interim Co‑CEO; President; EVP | 2007–2012 | Senior operational leadership across multi‑brand retail |
| Kurt Salmon Associates; Deloitte Consulting | Various roles | Prior to 2007 | Strategy and operations consulting experience |
External Roles
- No current public company board roles beyond Ross disclosed in the proxy .
Fixed Compensation
| Component | Value | Notes |
|---|---|---|
| Base Salary | $1,450,000 | Effective upon start date in Dec 2024; subject to annual increases |
| Target Annual Cash Incentive Opportunity | 200% of salary ($2,900,000) | Under Incentive Compensation Plan (ICP); not eligible for FY2024 bonus |
| Target Long‑Term Equity Incentive Opportunity | $10,650,000 | 60% Performance Shares / 40% Restricted Stock |
| Total Target Annual Compensation Opportunity | $15,000,000 | Regular ongoing package for fiscal 2025 |
FY2024 (partial year at Ross) Summary Compensation:
| Year | Salary | Bonus | Stock Awards | Non‑Equity Incentive | All Other Compensation | Total |
|---|---|---|---|---|---|---|
| 2024 | $241,667 | $7,925,000 | $39,149,631 | — | $150,998 | $47,467,296 |
One‑Time Sign‑On Awards:
| Award | Value | Purpose/Conditions |
|---|---|---|
| Cash Signing Bonus | $7,625,000 | Offset prior employer forfeited cash/equity; one‑year payback requirement |
| Relocation Bonus | $800,000 | Three‑year payback requirement |
| Restricted Stock (RS) | $32,200,000 | Offset forfeited equity scheduled for 2025–2027; vests 40% Sep 2025, 40% Sep 2026, 20% Sep 2027 (service‑based) |
| Performance‑Conditioned RSU (PRSU) | $8,000,000 | Two tranches: 25% service‑vest + 25% stock price vest per tranche; price condition requires 125% of 12/2/2024 close ($195.45) for 30 consecutive trading days; vests Sep 2028 and Mar 2029 |
FY2024 Perquisites (All Other Compensation detail):
| Item | Amount |
|---|---|
| Estate/Financial/Legal | $39,775 [includes legal for contract negotiation] |
| Car Service/Commute | $4,602 |
| Executive Health | $8,872 |
| Umbrella Liability Insurance | $417 |
| Relocation/Housing | $97,332 |
| Total | $150,998 |
Performance Compensation
Annual Cash Incentive (structure and FY2024 formula):
| Metric | Target Definition | Payout at Target | FY2024 Achievement | FY2024 Payout |
|---|---|---|---|---|
| Adjusted Pre‑Tax Earnings | GAAP pre‑tax earnings adjusted to exclude incentive accruals (and certain discrete items) | 100% of target ICP award | Above target | 158.9% of target (Conroy not eligible for FY2024) |
FY2024 ICP payout curve (illustrative):
| % of Earnings Target Achieved | % of Target Annual Cash Incentive Paid |
|---|---|
| <80% | — |
| 80% | 50.00% |
| 85% | 62.50% |
| 90% | 75.00% |
| 95% | 87.50% |
| 100% | 100.00% |
| 105% | 140.00% |
| 110% | 165.00% |
| 115% | 185.00% |
| 120% | 200.00% |
Inducement PRSU Award (granted 12/2/2024):
| Shares (Threshold/Target/Max) | Vesting Dates | Performance/Service Conditions | Price Hurdle |
|---|---|---|---|
| 25,582 / 51,164 / 51,164 | 25% on Sep 8, 2028; 25% on Mar 23, 2029 (service‑based) | Remaining 25% of each tranche vests only if stock price condition met | 125% of 12/2/2024 close = $195.45 for 30 consecutive trading days before vest date |
FY2024 Performance Shares Program (for NEOs; Conroy not eligible in FY2024):
| Metric | Target | Actual Factor | Initial Settlement Date | Ongoing Vesting |
|---|---|---|---|---|
| Adjusted Pre‑Tax Earnings | Fixed target set 3/13/2024 | 143.9% of target shares earned | Mar 21, 2025 | 30% 2025; 30% 2026; 40% 2027 (Exec Chair two‑tranche schedule) |
Equity Ownership & Alignment
| Ownership Metric | Amount | Notes |
|---|---|---|
| Beneficially Owned Shares | 205,936 | <1% of outstanding; includes unvested RS under 2017 Plan |
| Unearned PRSU (FY2024 grant) | 25,582 | As of 2/1/2025; valued at $3,851,626 using $150.56 close |
| Unvested RS Market Value | $31,005,724 | 205,936 shares × $150.56 (1/31/2025 close) |
| Upcoming RS Vesting | 82,375 (Sep 12, 2025); 82,374 (Sep 11, 2026); 41,187 (Sep 10, 2027) | Sign‑on RS tranche dates |
| PRSU Potential Vesting | 25% Sep 8, 2028; 25% Mar 23, 2029 (service); 25% each tied to price condition | Stock price hurdle $195.45 for 30 consecutive trading days |
| CEO Stock Ownership Guideline | 6× Base Salary | Five years to comply; executives/independent directors on track as of 2/1/2025 |
| Hedging/Pledging | Prohibited for insiders | Policy precludes hedging and pledging |
| Clawback | Adopted Nov 2023 | Recovery of erroneously awarded incentive comp per Nasdaq rules |
Employment Terms
| Term/Provision | Details |
|---|---|
| Agreement Term | Extends through March 31, 2029 |
| Base Salary Floor | Not less than $1,450,000; subject to annual increases |
| Severance (Disability/Without Cause/Good Reason) | Continued salary through remaining term; annual cash incentive continued through remaining term (capped at 100% target and prorated for final year); RS vests pro‑rata; performance shares based on actual, capped at 100% and prorated; settled but unvested performance shares accelerate; PRSU service‑based vests pro‑rata; PRSU earned portion vests pro‑rata |
| Non‑Renewal | Cash incentive for year of termination prorated; RS vests pro‑rata; performance shares based on actual, capped at 100% and prorated; settled but unvested performance shares accelerate; PRSU service‑based fully vest; PRSU performance‑based vest if metric satisfied before vest dates |
| Change‑in‑Control (Double Trigger) | Acceleration governed by employment agreement; without employment agreement, 100% of Target Performance Shares accelerate if termination occurs from 1 month before to 12 months after change in control; all unvested common shares accelerate if termination after settlement |
| NQDC Plan | Eligible to defer up to 75% of base salary and 100% of annual cash incentive; no company match; distribution timing and election as described |
| Clawback | Policy for recovery of erroneously awarded compensation (cash bonuses and performance shares) for restatements |
| Insider Trading/Window | If vest date falls in closed window, vesting/settlement shifts to next open business day |
Board Governance and Director Service
- Board Service: Member of the Ross Board since December 2024; stands for annual re‑election along with other incumbents .
- Committee Roles: Compensation, Audit, and Nominating committees are comprised of independent directors; Conroy (as CEO) is not listed as a member on these committees .
- Leadership Structure: Roles of Chairman and CEO are separated; Executive Chairman Michael Balmuth; Lead Independent Director K. Gunnar Bjorklund .
- Director Compensation: Management directors (including Conroy) receive no separate Board compensation; independent directors receive cash retainers ($95,000) plus committee and chair fees, and equity grants ($170,000) vesting over three years .
Compensation Structure Analysis
- Mix and Alignment: Over 60% of Conroy’s regular total annual compensation opportunity for FY2025 is performance‑based; long‑term equity is split 60% performance shares / 40% restricted stock .
- Inducement Design: Large sign‑on RS with multi‑year service‑based vesting paired with PRSUs requiring sustained stock appreciation ($195.45 for 30 consecutive trading days) to vest half of each tranche—both retention and performance aligned .
- Governance Safeguards: No hedging/pledging; double‑trigger change‑in‑control; clawback policy; strong ownership guidelines (CEO 6× salary) .
Risk Indicators & Red Flags
- Hedging/Pledging: Prohibited—positive alignment .
- Clawback: Implemented—shareholder‑friendly governance .
- Related Party Transactions: None reportable for FY2024 .
- Say‑on‑Pay: Management notes strong historical support since 2011 (no percentages disclosed) .
Equity Vesting Schedule (Potential Selling Pressure)
| Date | Shares | Instrument |
|---|---|---|
| Sep 12, 2025 | 82,375 | Restricted Stock (sign‑on) |
| Sep 11, 2026 | 82,374 | Restricted Stock (sign‑on) |
| Sep 10, 2027 | 41,187 | Restricted Stock (sign‑on) |
| Sep 8, 2028 | Up to 25,582 (portion) | PRSU tranche (25% service; 25% price‑condition) |
| Mar 23, 2029 | Up to 25,582 (portion) | PRSU tranche (25% service; 25% price‑condition) |
Investment Implications
- Retention and Alignment: Multi‑year RS and PRSU structures with service‑based vesting and a stringent price hurdle ($195.45 for 30 consecutive trading days) create strong retention and performance alignment; hedging/pledging bans and clawbacks further align incentives .
- Near‑Term Trading Signals: Time‑based RS tranches vest in Sept 2025/2026/2027 and may introduce episodic selling pressure; PRSU price‑conditioned tranches in 2028/2029 tie executive value realization to sustained share price appreciation .
- Pay‑for‑Performance: FY2025 target compensation emphasizes adjusted pre‑tax earnings as the central metric; ICP and performance share structures are formulaic and objective, reducing discretionary outcomes .
- Governance Quality: Separation of Chair/CEO, independent committees, strong ownership guidelines, and established clawback reduce governance risk; Conroy’s dual role as CEO/director is common and mitigated by independent leadership and committee composition .